Ben 10 True Omniverse Season 3
by Power Master
Summary: ARC 3: Revenge of Malware - Kevin Levin and Gwen Tennyson make their comeback to the team for helping them. Azmuth joined and teamed up with Ben 10 and his team in against genius team of the resurrected Malware, Dr. Pcychobos and Albedo.
1. EP1: Bring Me the Head of Kevin Levin

**Author's Notes:**

Ladies and Gentlemen! I am back with **_Ben 10 True Omniverse Season 3_**. Sorry for the long wait, Ben 10 fans. Been busy with my fanfiction projects (**_Transformers Prime and My Little Pony including The Lost Soul_**) and real-life works and chores especially helping family.

Either way, let's get the show on the road. This season will be based on both **_Malware and Albedo's Arcs_**. Plus, ranting Wyatt's way of handling the episode. This episode is inspired by **_Shadow-DJ's Ben 10 Guardians Season 2 Episode 1 Happy Reunions_**.

* * *

**Episode 1: Bring Me the Head of Kevin Levin**

"So, Julie..." Ben asked calmly and amusingly while looking at Julie, "Are you ready for this?"

Julie scoffed before flipping and stroking her long hair back, "I was born ready, Tennyson. I've fought thugs, villains and even giant monsters especially a giant lizard and a Hydra that almost eat me alive! This is nothing."

"Alright..." Ben said calmly, "It's Hero Time!"

Julie pressed and activated the music player's gentle song called 'Never Had a Dream Come True'. Both Julie and Ben were inside the living room.

Ben bowed humbly as any gentleman does while Julie lowered and bowed down like a lady does. They both approached to each other. They both held each other's left hand while Ben's right hand hold around Julie's waist and she placed her right hand on his shoulder. They both began dancing calmly and gracefully around the living room, though they often accidentally stepped on each other's toes and making wrong steps for few times.

They've been dancing for nearly an hour until they got tripped and fell on the ground. Both Ben and Julie looked and blushed in embarrassment and surprise before laughed happily and amusingly. They then both gave a long gentle passionate kiss.

Departing from kissing, he unzipped his girlfriend's pinkish jumpsuit before removing it aside. She quickly pulled his T-Shirt out. They both held on each other while he slowly has his right fingers sneaking to her back, where he unbutton the bra and removed it. They then nuzzled by having her breast against his chest gently and softly, making them feel fuzzy and warmly. They then slowly get up from the ground. They then began removed their socks and sneakers, followed by their pants and skits, and even their undies. They both then began kissing warmly and passionately while holding and hugging each other, and even pressing and nuzzling their chest against each other. Ben began rubbing her one of her breast while Julie was rubbing firmly on his bottom part, and at the same time, they were kissing by lips for the moment.

Ben then lifted and held Julie up by carrying her thighs while also have their bottoms interacted. They both sighed warmly and calmly. While having their chests interacted and nuzzled gently and firmly, he began firmly yet wildly shaking and moving her up and down while she held her hands around his shoulders to hold on. Both of them moaned and groaned happily and softly as they continued performing their sex for nearly two hours.

Aftermath, Ben and Julie sighed happily and relieved after giving out their best for their sex. They looked at each other for the moment. They smiled warmly and calmly. Ben took a seat while still holding Julie on his lap. They have their chests interacted and nuzzled gently and softly while looking at each other.

"That was the best..." Julie commented before rubbing her breast against his chest, "Hope you got some good rest from last two months. You've got very rough from battling with Khyber."

"No kidding," Ben agreed. He then kissed and sucked her breast gently and softly, making Julie sighed warmly. He then continued, "So, our dance is getting improved. Right."

"It sure is," Julie agreed before rubbing and messaging Ben's chest. She smiled, "Plus, I think you're getting better with this. You're gentle with me."

Ben smiled, "What can I say? I'm a gentleman."

"Uh-huh. Yeah, right. Says to guy, who keeps eating burgers and chili fries, and drinking some Mr. Smoothies like a pig. And funny thing is that you burp like one too."

"Hey! I resent that."

"Well, you are one especially you enjoy this too much."

"Says you too, you know. You also enjoy it too."

Julie giggled, "Fine. I do enjoy it. It helps me calm down my stress from studies and fighting bad guys especially tennis."

"Nail it," Ben remarked amusingly. He slowly stood up while still holding Julie close to him. He smirked, "Shall we, milady? I'm gonna give the best night ever."

Julie smiled as she had her hands hold around her boyfriend's shoulders. "I'd say 'Give it all the best'. Just try not to get me pregnant."

Ben scoffed, "You kidding me? I won't let that happen."

"Just start our fun," Julie remarked amusingly.

Ben began shaking and moving Julie up and down on bottom. She then gave him a long passionate kiss while having her breast nuzzling and messaging his chest happily and wildly. They both moaned happily and wildly for their pleasure moment.

Suddenly the beeping sounded from the Plumber's Badge. This put a stop to both Ben and Julie from their pleasure sex. Though they were annoyed and irritated that their fun is interrupted, they know that they have duties to do.

"Looks like it's 'Hero Time'," Julie joked.

Ben smirked, "It sure is. And trust me. We'll postpone it on the next night. The next night will be our long vacation."

Julie giggled, "Don't make promises that you can't make."

Ben scoffed, "I'll make it happen. Trust me."

* * *

After Ben and Julie got dressed in their usual clothes, they met up with both Tetrax and Rook. All of them have gotten into the Proto-TRUK Spaceship Mode. They then blasted off into the sky, begin searching for any sign of troubles. They then spotted smokes coming out from the eastern district of Bellwood City. They flew straight towards the area at once, where they found the large building was in blaze.

Firefighters were firing the water hose at the building while some barely and struggled to get few of survivors. There were more screaming and shouting for help, and also coughing sickly and pain from breathing the black smokes.

"Madison!" The civilian cried in concern and worried at the building, "Madison!"

Firefighter Chief held the civilian, "Sir, remain behind! It's too dangerous!"

The civilian shown his fear and concern looks, "But my daughter-!"

Everyone silenced at once. They looked up and found the Proto-TRUK slowly descended to the ground. Ben and his team emerged out from the ship. The civilians gasped in surprise before they cried and shouted at them to help their family and friends.

"Ben 10! Please help and save my daughter!" Civilian pleaded.

Ben smiled confidently, "Don't worry, sir. Leave it to us. We'll get her out of here." He and his team turned and faced at the building. He smirked, "It's Hero Time!"

Tetrax activated his bladed shards. Rook readied with his Proto-Tool. Ship merged and formed Julie into Armorstrike. Ben slammed his Omnitrix as he transformed into Rath. The alienated tiger yelped before roared angrily.

"I hate it!" Rath complained angrily before shouted at Omnitrix, "Let me tell you something, you stupid Omnitrix! When I want an alien to help people, I want something that doesn't try to get me killed like getting myself burn in hell! Do you really want me to kill or something, you piece of watch shit!"

"Ben! Save the complains! Hero Time!" Julie reminded Ben firmly.

Rath groaned, "Stop reminding me! Going in!"

Team Ben charged into the building at once. They ran, searched and looked around the building as they find and rescue the trapped civilians from their homerooms.

Though scared and bruised by fire attacks, Rath was determined to break down the doors and walls while rescuing the civilians from trapped room. Armorstrike and Rook did the same thing as well, while firing the blasters and punching at some debris. Tetrax broke some windows before forming the crystallized slides for the civilians to use and slide down to the ground. Firefighters approached and taken them to the ambulances for rest and recovery.

Team Ben are almost finished from evacuating the civilians. Rath and Armorstrike arrived at the top of building as they found the girl named Madison, was hiding close to her bed while holding and hugging her black-gray kitten with her. And just before they could do anything, the ceiling began falling on Madison. Rath gasped as he jumped and held Madison and her kitten down before the debris slammed and knocked on him for the moment.

"BEN!" Armorstrike shouted in concern.

**_ROAR!_** Rath emerged out while broke out from the debris. He then held both Madison and kitten on his arms. She was scared and worried after almost got hit by the ceiling debris. The alienated tiger growled a bit before patted on her gently.

"There. There. Everything's gonna be fine," Rath mumbled in annoyance.

Rath carried and moved Madison towards Armorstrike. And just before he could pass the girl and her pet to his girlfriend, the floor cracked. It began breaking apart, making Rath, Madison and kitten to fall while screaming in fear.

"BEN! No!" Armrostrike shouted in concern.

While continued falling straight down through the hole, Rath grabbed and held Madison and kitten close to him tightly for bracing the impact. Armorstrike dived down as she's trying to reach and save them both. Before they could hit it, all of them have been lifted by familiar magical bubble. They then dropped on the floor gently. They then looked up and found two familiar figures.

"Miss us?" Gwen asked playfully.

Kevin smirked, "Hey, Tennyson. S'up?"

"Gwen?! Kevin?!" Rath asked in surprise, "What the hell are you doing here?!"

"Seriously?!" Armorstrike asked in annoyance.

Sensing the building's coming down, Gwen quickly summoned and activated the Magical Barrier around her and her friends, "Save the reunion later! Move it!"

As everyone nodded, they all then moved out at once, reaching straight to the wall. Kevin used his metallic ball to form his body in metal. He, Rath and Julie slammed their punches against the walls, opening the hole. They all quickly make their escape, and regroup with Tetrax and Rook, and also other civilians.

"Madison!" The civilian cried in relief.

Madison gasped, "Daddy!"

While still holding her kitten, Madison charged and hugged her father tearfully and happily. The people cheered wildly and happily to Team Ben for saving the day again. Rath transformed back into his normal self.

"Gwen! Kevin!" Ben, Julie and Tetrax shouted happily as they gave a warm hug to both Gwen and Kevin.

Ben laughed happily, "It's great to see you both here."

"Same here," Gwen said happily. She turned and looked at Julie, "Hope Ben didn't give you much trouble when handling the situation especially the fun time."

Ben blushed, "Aw, come on, Gwen! That's my privacy with her!"

Julie giggled, "Well, nothing I can't handle, Gwen. Kinda like playing tennis and handling Ship. I do have great time with him on mission and fun."

Tetrax chuckled, "True. He can be rough and troublesome, but he's still a good kid."

Looked at Rook, Kevin asked, "This is?"

"Rook Blonko! Newest member to the Team!" Rook greeted warmly while bowed humbly, "It's an honor to meet you, Kevin Levin and Gwen Tennyson."

"So... Who's up to some Mr. Smoothy Drinks?" Ben asked happily and amusingly.

Kevin smiled, "It's on me. Better than the one from Gwen's college. It stinks."

* * *

In the morning, Ben and his team have arrived at the Mr. Smoothy Restaurant. They have ordered some smoothie drinks for themselves. All of them enjoyed drinking their smoothies. They all sighed in relief from it.

"Now, that's the stuff," Kevin remarked in relief from drinking his smoothy.

"It sure is," Ben said happily. He turned and looked at Gwen, "So, how's the college?"

Gwen smiled, "It's exactly like saving the universe. Just replace Vilgax with a pompous art history professor. Yeesh. She scared the half death of me. But I can handle it. I'm on spring break now. Kevin took the week off from work so we could visit."

"Yeah. I remember that," Ben said calmly and firmly. He turned and looked at Kevin, "So, how's your new job there?"

Kevin shrugged amusingly, "It's cool. Got a garage, my own cot and everything."

"Car mechanic?" Ben asked in surprise and amusement, "That is so you."

"Definitely him, Ben. He's good at fixing and repairing the transports," Julie commented.

"So, how about you? Doing alright so far with your new team?" Gwen asked calmly.

Ben smirked, "Yeah, we did. Tetrax and Julie are cool while Rook is also cool but also a bookworm type of guy, who thinks we're the cops."

"Which is not wrong," Rook said firmly and calmly, "Plumbers are the Intergalactic Law Enforcement, whose objective and duty is to serve and protect the universe especially dealing and apprehending the most dangerous wanted villains and criminals like Vilgax, Animo, Fistrick, Rojo and so on. I have to admit it. They're quite dangerous and fierce opponent I ever face."

"See what I mean?" Ben asked amusingly.

Gwen sighed, "Give him a break. He's new to this world."

Julie giggled, "Well, that's what I said to him before. And believe me, Ben and Rook gotten into a heated argument and fight that almost got them killed."

"Well, I was angry that he didn't appreciate me," Rook admitted in embarrassment.

Ben sighed, "Yeah. Sorry about that one, Rook. Didn't mean to be rude and ass to you, but I need you and Julie to abandon me, so you guys can come later to rescue me, once I find that Khyber's ship."

"I understand that. I just wish you could have told us about it," Rook said in annoyance, "I would have tried not to get emotional and angry at you for it. And of course, we could have avoided the fight."

Julie nodded, "Rook's right. You did make us angry."

"Sorry about that," Ben said calmly.

Tetrax sighed, "Try to tell us about the plan, next time. Otherwise, things could have gotten out of control."

"Yeah, sure." Ben said calmly.

Kevin cleared his throat, getting Ben's attention to him. He shown his empty smoothie cup, "Hey, Tennyson. Want to get some refill?"

Ben nodded a bit, "Sure. Need another one."

Kevin and Ben departed and headed off to Mr. Smoothie's Restaurant for another drink. While walking away from his friends, he grabbed and held his best friend close to him. They both began their private conversation.

"Ben, you've gotta help me hide and protect Gwen." Kevin said in concern, surprise Ben. He continued, "We've been hunted!"

"Huh? From who? Aggregor? Vilgax? Charmcaster? Zombozo?" Ben asked in surprise and concern.

Kevin gulped, "Worse. It's my uncle."

"Your uncle?!" Ben asked in shock and concern. He scoffed a bit, "That's gotta be mistake and joke!"

Kevin hissed, "I wish it is. But seriously, man, you've gotta help me before-?!"

"Morning, Kev..."

Ben and Kevin yelped in concern. They turned to the front as they Spiderstrike stood before them. He worn a black suit with crimson armor and has golden mechanical spider legs. Realizing that Spiderstrike isn't alone, Ben and Kevin looked back and found Bearkill approached to the rest of their teams from behind. The mutated bear worn the golden yellowish brute armor. He rudely steal and drank most of their friends' drinks.

"Hey! That's my drink, jerk!" Julie exclaimed angrily.

"Oh no..." Gwen said in annoyance, "Bearkill..."

"Excuse me. I respect that you return our drinks to us at once!" Rook said firmly and seriously. Drinking and sucking up every ounce of Mr. Smoothy Drinks happily and enjoyably, Bearkill gave the loud yet disgusted burp on his face. He groaned in disgust, "That is rude and disgusting!"

"Bearkill, what are you doing here?" Tetrax demanded firmly.

Bearkill yawned before continued drinking, "Just getting Kevin and Gwen back home because Hector got business with them. Trust me. He's really angry now. I don't wanna get on his bad side. Kevin's real big trouble."

"What did he do?!" Gwen demanded.

Kevin hissed, "Oh shit!"

"So, Kev. Ready to come home?" Spiderstrike asked playfully and teasingly. He smirked beneath his mask, "Uncle wants you back."

Kevin hissed, "How about no, freak?"

"Bogus. Knew that you won't go down easy. But take this!" Spidestrike snapped firmly.

And just before Ben and Kevin could do anything, Spiderstrike fired his web at both of them. They got caught and trapped on the ground hard. Team Ben gasped in shock and concern. And just before they could do anything, Bearkill knocked them aside before grabbed and held Gwen in his giant paws.

Gwen grunted, "Bearkill, let me go now!"

"No can do. Big Boss's order. Bringing you and Kevin to him now," Bearkill protested, "And of course, I'm scared of him."

Spiderstrike jumped on Kevin, "Time to go home, Kevin. Coz Uncle Hector's waiting..."

Touching on the ground to absorb its material, Kevin transformed his body into solid ground form. He snarled, "Bite me, punk!"

And just before Spiderstrike could do anything, Kevin launched the uppercut punch at Spiderstrike's face. He then got himself free. He grabbed and swung the kid around him for few times. He then threw him at Bearkill's face, letting go of Gwen. She then fired her powerful _Corona_ at them both. They both got flipped and fell on the ground. Tetrax slammed on the ground, summoning the crystals to trap them both down.

Both Spiderstrike and Bearkill cried and demanded to let them out while knocking and breaking the crystallized dome-like.

"What was that about?" Gwen demanded.

Kevin hissed as he pushed his friends off, "No time! We'd better get out of here now before something bad's happening!"

"Like that?" Ben asked in surprise while pointed at the sky.

Everyone looked up as they found a giant blackish motorcycle-like spaceship was flying on midair. While most were confused and worried, Kevin looked scared and nervous. The spaceship then fired its missile at Kevin's car.

"Aw come on! Not again!" Kevin cried angrily. He groaned, "Damn it, Uncle Hector!"

"Who is that?!" Julie asked.

"No time! Let's get out of here now!" Kevin snapped in concern.

"Get into my truck now!" Rook commanded as he quickly jumped and gotten inside his Proto-TRUK. He turned to his friends while cried out, "Hurry!"

Ben and his team ran off at once while dodging and evading from the mysterious spaceship's laser beams. They all gotten inside the truck's trailer. Tetrax sat on the front seat. Rook quickly activated and turned his Proto-TRUK truck mode into a spaceship mode. It then blasted off at once. The blackish spaceship gave chase after the Proto-TRUK.

Both spaceships were flying across the Bellwood City. The blackish spaceship was firing and blasting its laser beams at Proto-TRUK, which only did is dodge and evade the attacks, though it got hit and scratches on some parts.

"Damn it! We can't outrun it!" Kevin exclaimed in concern, "Can't anyone shoot it down or something?!"

"I got this!" Ben called as he activated and slammed on his Omnitrix. He transformed into Diamondhead, "Alright. Time to shoot those asshole down!"

"Right with you!" Tetrax agreed, "Lock and loaded!"

Tetrax hit the small button, that opened the Proto-TRUK's ceiling in two. Both he and Diamondhead emerged out from the truck's. They armed and fired the multiple shards at the blackish ship, which didn't dodge while firing its laser at the ship. They quickly used their large shards to block and deflect the blasts.

"It's not working!" Diamondhead exclaimed in concern.

"Got a better plan?" Tetrax asked, "I hope you can use Upgrade or Heatblast to hit them hard. And don't even try to use Humungousaur to fight back!"

"Wouldn't dream of it!" Diamondhead agreed. He looked down at Julie, "Julie, wanna give Proto-TRUK upgrade?"

Julie gave the thumbs up to Diamondhead. She looked at Ship, "Ship, upgrade time!"

Ship barked happily as he jumped off from her lap. He landed on the Proto-TRUK's ship. He spread himself on the ship as he is upgrading and turning Rook's ship into more strong and advanced blackish colored Proto-TRUK with large engines. With them firing up, the Proto-TRUK's Spaceship Mode flew off at once, escaping the mysterious black spaceship.

The mysterious black spaceship halted at once. The mysterious rider groaned in anger while slammed on the driver's controller. The screen was activated and revealed itself to be Hector Levin.

"Levin! Your nephew got away!" The mysterious figure snarled angrily, "You didn't tell me that he's got friends other than his girlfriend! I'm gonna have hard time to get him down!"

Hector smirked, "Tennyson. Should have known those whoopie heroes would be involved of this. Don't worry, kiddo, we'll track and hunt them down for ya. And you can bet that the deal is still on."

Mysterious figure smirked, "Perfect..."

* * *

Team Ben has managed to evade and escaped the mysterious spaceship and two of Kevin's old gang. They all arrived at Mr. Baumann's Shop. They all parked behind of his. All of them were taking a breathe from running and battling with the Ravagers.

"So, any idea of who was that?" Ben asked.

Julie shrugged, "Not that I know of. I don't have lots of enemies as you, Gwen and Kevin have."

"Hmm... I've seen that ship before. I just couldn't remember whom..." Tetrax commented while thinking and struggling to recall about the ship, "But I definitely know that it's not a good news."

Ben turned and looked at Gwen, "What about you, cous? Did Kevin tell you something about this?"

"Nope," Gwen admitted. She turned and glared at Kevin, who was busy looking and marveling at Rook's truck. She scoffed, "I sure wish he could tell me about it."

"True. He's always secretive when he's doing something for himself," Ben admitted in concern before

Kevin was busy looking and analyzing at Proto-TRUK. He couldn't believe of what he saw. His truck is filled with various yet advanced and futuristic alienated technology and machinery within the truck. Rook was standing besides him.

"Gavitorque boosters, detrovite nav system. I think there's even some Galvan tech on here. Quil-temp nano shift transformer. Ha! He even got a nano shift transformer." Kevin marveled in surprise and amazement at Rook's truck. He commented, "This is a sweet ride."

Rook smiled, "Yes. As you say, my vehicle is a treat not unlike candy."

"Who retrofitted this Chassis?" Kevin asked curiously. Rook then pointed at himself. It surprised him even more. He exclaimed, "You? Get out of town." He turned and approached to Ben, "That's the coolest person you've ever hung out with... That isn't me."

"Glad you're done with it. But wanna tell me what the heck is going on?" Ben asked in annoyance.

Gwen nodded in agreement, "Yeah. You've got some explaining to do, mister. And trust me, I'm not in a good mood of your secrets."

Kevin sighed, "I will. But we need to find a place to hide now! My uncle is still looking for me and you, Gwen."

Gwen groaned and remarked sarcastically, "That'd be interesting..."

Ben groaned, "Fine. And I know the place that can do that."

* * *

Ben and his team guided and led both Kevin and Gwen to the Undertown. Both of them were in shock and surprise about the alienated town's existence. Team Ben continued walking down the market streets as they were heading straight to Hot Spot, home of Ester and her Kraaho Tribe. Rook then contacted the Plumbers for the latest situation.

"I didn't know there's such town underneath the Bellwood Town," Gwen said in surprise.

"Yeah. I was too," Ben admitted in concern, "According to Tetrax, the town was built after the Purge..."

Kevin grunted in anger, "The Purge..."

"I guess this is the reason why they call it 'Undertown'," Gwen commented, "So, where are we going, Ben? Do you know someone who can help us?"

"Yeah, I do. Her name is Ester. She's a leader of Kraaho Tribe, and a Plumber too," Ben commented, "She helped us stop some rebels of hers from overflowing the lava on our home."

"She's our friend now," Julie added.

"Yikes. I bet my uncle was pissed off about that," Kevin commented.

"He was," Rook commented, "It involved of his motorcycle from being burnt and destroyed."

Kevin hissed, "Yup. Definitely how my uncle would react."

After miles of walking through the Undertown, Team Ben has arrived at the Hot Spot entrance. They then talked with the Kraaho Warrior, who nodded in agreement and headed off to inform his leader about it. Ester and Seebik have arrived at the scene to greet their friend.

"Ben Tennyson! Julie! Rook! Tetrax! It's so good to see you all!" Ester greeted happily while hugging Ben and his team.

Julie smiled, "Good to see you too, Ester."

"Me too. Just glad that you and your gang are cool. Ben turned and looked at Seebik, "Making sure he doesn't start the problem?"

Seebik grunted in annoyance. Ester giggled a bit, "Nope. He hasn't." She turned and looked at Gwen and Kevin. She asked, "They are?"

"My cousin Gwen and best friend Kevin," Ben introduced happily, "And we need your help."

Ester looked shock and concern. She turned to Seebik, who sighed and nodded firmly. She sighed in defeat while shaking her head, "Damn it, Ben. What were you thinking?!"

"Huh?" Ben asked in confusion, "Was that something I said?"

"I'm sorry, Ben. I hope you're not mad at me," Ester apologized.

"For what?" Tetrax asked suspiciously.

"For this," Ester said uneasily and regretfully, "Ravagers, we have them now!"

Team Ben was in shock and concern to Ester's responds. And just before they could do anything, the group of Krahho Warriors and some of Ravagers emerged out from their hidings. Torrac, Dragoon and Frozen were among them. Dragoon now worn the whitish ninja metallic armor and tiger-like helmet with crimson visor and a horn. Frozen worn dark turquoise colored shirt and skirt, with blackish fashionable winter jacket, blackish long sock and white ballet shoe-like, and she even worn a headband-like with pink flower and two long ribbons.

"AW MAN!" Team Ben exclaimed in unison.

"Kevin Levin..." Torrac said calmly and darkly, "Welcome home, traitor."

"Ben, is there something you forgot to tell us?" Gwen asked in annoyance.

Ben laughed uneasily and nervously, "I might forgot to mention that Ester is also part of Ravagers too?"

"Now you're telling me?!" Kevin asked angrily. He turned and glared at Torrac, "Torrac, why don't you go back and tell my uncle that my answer is 'no'!? I won't do it. I got Gwen! I won't leave her. She's my thing!"

"That is not the request, Kevin. That is an order," Torrac said firmly. He raised and armed Kamikaze Scythes, "I won't repeat this again!"

Kevin pulled his right eyelid down while sticking out his tongue, "F% You!"

"That is rude," Rook remarked bluntly.

Torrac snarled, "You will regret this. Ravagers! Take them down!"

Arming with his Sword of Rye Tengu, Dragoon chuckled, "With pleasure, Torrac-Seonsaeng! I've been waiting for quite sometimes..."

Frozen armed and readied with her freezing magical spell, "I agreed. I am still angry at you for your trickery and deception."

Kevin groaned, "Here we go again!"

"No kidding!" Ben agreed as he activated his Omnitrix. He transformed into Gravattack, who now worn black dark green pants and white gauntlets with black stripes. He scoffed, "Hope you're all ready for some serious gravity pull!"

Most of the Ravagers were annoyed and irritated by Ben's latest joke. Dragoon groaned, "That's stupid, you know?"

Torrac groaned, "Enough talk! Charge now! Take them down!"

The Ravagers and Kraaho Warriors gave the loud battle cry. They all charged and attacked Team Ben at once. They all fought back at once. Gravattack used his gravitational powers in levitating and knocking some of Ravagers at each other, as well as summoning his force-field defense in blocking and deflecting the attacks. Tetrax swung and struck his shards at the enemy troops, and at the same time, he also and blocked the attacks from them. Julie and Rook also fought and engaged them, with fists and blasters. Gwen used her _Anodite_ and _Magical Spells_ blasting and defeating the enemies. Using his metallic form, Kevin fought and battled against them.

After defeating some of Ravager and Kraaho Warriors, Team Ben turned and engaged the commanders of the units. Gravattack and Tetrax challenged Torrac. Julie battled with Ester. Kevin and Rook battled against Dragoon. Gwen fought Frozen.

Frozen fired _Ice Beam_ at Gwen, who summoned and used _Hespera Sophian_ in blocking and holding the attack. She then skated off at once while using_ Frozen Shards_ in attacking and injuring her. As Gwen dropped to her knees in pain, Frozen charged and attack head on, with her _Ice Beam_. And just before the former could finish her off, the latter quickly summoned _Tempestus Impaetus_ in striking down on her to the ground.

Rook and Dragoon fiercely and determinedly fought each other by swinging and striking their Sword of Ryu Tengu and Proto-Tool's Sword Mode for few times. They even used their martial arts to fight off as well. After ten to twelve rounds of fighting, Rook tried to use Stone Cutter at Dragoon, who dodged down before trust his palm at the Revonnahgander Plumber's guts. The Plumber Cadet got injured, allowing the Mustafan Hybrid to jump and kick him off. He turned and found Kevin trying to punch and strike him down but only he dodged and evaded him for five times. On the sixth round, Dragoon grabbed him before thrust his multiple punches at Kevin's face and chest. The armored ninja then swung and unleashed his Sword of Ryu Tengu's powerful attack on Kevin, who got hit and rammed on the walls.

Dragoon approached and aimed his sword at Kevin's neck, "Game over, Kevin. Looks like I've won. I have finally beat you."

"Yeah. You're good at martial arts, but sucker for dirty tricks," Kevin smirked. Dragoon looked confuse yet vigilant. He slammed his headbutt at Dragoon's face, "like this!"

Dragoon grunted in pain as he tried to recover from the attack. Rook slammed his Stone Cutter on the ninja's back of his head, knocking him out.

Julie and Ester were fighting and battling each other by fist and kicks. Both of them have fought well and fierce, as well as evading and dodging the attacks. They both then slammed and struck their punches at each other's for the moment.

"Ester, how could you?!" Julie demanded firmly.

Ester hissed, "I'm really sorry, Julie. I didn't want this. I'd never wanted to-!"

"You know this is wrong, Ester! And besides, did Hector even tell you why he wanted from Kevin?"

"I don't know. But all I know is that your friend's in trouble, and didn't fulfill the agreement with another gangster. And believed me, Hector is not in very good mood when someone back off from it. Kevin did something stupid to him, no doubt."

"Of course, he did. But even so, Hector could have just come and talk with us and Kevin about it, instead of picking a fight and bounty hunt on him. It's stupid and ridiculous."

Ester stopped at once as she gave some thoughts. She sighed, "You're right about that one. Still, Kevin could have just talk with him too."

"I know," Julie agreed, "Guess runs in the family."

Ester groaned, "It sure is."

Gravattack and Tetrax struggled to face off Torrac, who is swift and quick in dodging and evading the attacks while fiercely punching and knocking them off especially damaging and crunching their skins. And each time they tried to use their power attacks, the Mustafan quickly used his Kamikaze Scythes in siphoning and draining their powers before punching and kicking them off. After giving some couple of blows, Mustafan then fired his Flying Shurikens, which were thrown and knocked them to the ground.

"Damn it. That hurts," Tetrax grunted in pain.

Gravattack groaned, "Yeah. I forgot about his stupid weapon. I always hate it a lot."

Torrac armed and readied with his Dragoon Shockwave Sword, "Well, you're gonna love to hate this even more..."

And just before Torrac could finish them off, Gravattack hit his Omnitrix as he transformed into Big Chill. He fired his mist at Torrac's face, making him to cough and got blind. As he recovered from the surprise attack, he then found Tetrax slapped a punch on Torrac's face. Big Chill flew and phased straight at Torrac's face, causing him to trap in freezing state. Big Chill emerged out from the Mustafan Warrior.

"Now that's a big chill," Big Chill joked. He then transformed back into Ben. He turned and glared at Ester, who was accompanied by Julie, "Ester..."

Ester sighed, "I know. I know. I'm sorry. But I was just doing my job for both my tribe and my team."

"Next time, tried to email me earlier before I came here?" Ben asked in annoyance.

"Of course," Ester nodded. She turned to Seebik, "Seebik, get our warriors ready for the next fight in the Hot Spot. I get the feeling that I'm in big trouble."

Seebik nodded and bowed humbly to Ester. He turned and gathered all of Kraaho Warriors as they headed and returned to Hot Spot for building the defense in it.

Kevin grunted as he pushed all of his friends while grumbled, "Forget it. We've gotta keep moving before-!"

**_BOOM!_** Team Ben yelped in concern and shock. They turned and looked back. They then found the same mysterious black spaceship has arrived at the scene. The ship opened its cockpit. The mysterious rider thrown Argit straight at Kevin's face. The alienated hedgehog now worn an orange sweater with left sleeveless and blue short jeans.

Argit gulped, "Hey, Kev?"

"ARGIT?!" Kevin asked angrily. He snarled at his old best friend while holding the grip of him, "You ratted me off?!"

Argit yelped, "It wasn't my fault! Honest! My own dad and Hector found and caught me from Plumber's Prison! They sent me to that bitch! She made me give you up! I'm sorry!"

"WHO?!" Team Ben demanded angrily.

"Me..." The mysterious rider snarled with female tough voice. She jumped out from her spaceship. She revealed herself to be a female strong Tetramand worn traditional black suit with golden ring, brownish shoulder pad and furry loincloth around her. She growled a bit while pointed at Kevin, "I am Princess Looma Red Wind! I have come here to reclaim what is rightfully mine! It is time for you to honor our clans' agreement, my beloved husband Kevin E. Levin!"

Team Ben gasped and yelped in shock of what they just heard but also couldn't believe in it. They turned and glared at nervous and worried Kevin.

"I told you! I told my uncle! I told your dad that the marriage is off from two years ago! You and I are over!" Kevin snapped in annoyance, "Seriously, didn't get the memo?!"

Looma scoffed, "Oh beloved... You should know better. We don't back off from our agreement, no matter how much plead you have made."

Kevin groaned, "I really hate my uncle."

"What the hell is going on, Kevin?!" Gwen demanded angrily and annoyingly.

"Talk later! Here she comes!" Kevin exclaimed in concern. Looma armed with the hammer. She jumped and slammed her hammer on him. He screamed like a girl, "Here she comes!"

Kevin quickly dodged and evaded the attacks at once. He then kicked at her face. Noticing the lamppost nearby, he quickly grabbed and touched the wire, which gave him some powerful energy. His action shocked Team Ben.

"Kevin, are you crazy?!" Ben asked in concern, "You're not strong like your uncle!"

Gwen patted Ben's shoulder, "Don't worry, Ben. He's got this. In fact, he and I were training during my college. He finally developed his endurance and control of the electrical powers."

Kevin smirked proudly, "Yeah, like this! Feel my _Electrical Shock_, bitch!"

Kevin screamed as he held his palms in front of him, unleashing and firing full power of _Electrical Shock_ powers at her. Loom yelped and grunted in pain from feeling the electrical powers. She managed to endure the attack as she firmly marched and grabbed him by neck. She slammed him against the wall, where she began punching on his face. He even struggled to fire and shock her with his electrical powers.

"Don't think Kevin can hold that long!" Ben said in concern. He turned and activated his Omnitrix. He transformed into Terraspin. He grunted, "I want Echo-Echo, not this. But I guess I have to adapt it..."

Terraspin lifted up and unleashed the power of hurricane storm. It blew and thrown Looma away from Kevin. This gave Kevin and Gwen a chance to fire full power of _Electrical Shock_ and _Magnus Vox_ in pushing her against the wall. Looma was injured. Armorstrike squatted down as Rook placed his Proto-Tool's Gun Mode on her shoulder and position to fire. With Armorstrike's ability to upgrading and boosting Rook's Proto-Tool's Cannon Mode, they fired very powerful blast in knocking and ramming the Tetramand Warrior straight through the walls.

Tetrax quickly summoned and formed couple of crystallized walls to block and prevent Looma from returning here.

"Wanna talk now?" Gwen asked in annoyance.

"Sure, but not here," Kevin said in concern. He turned and looked at Ester, "Got the idea of where to hide?"

Ester nodded, "Follow my lead."

* * *

Following Ester's guidance and leading, Team Ben have entered and hidden inside the sewerage tunnel. All of them were taking a break from running and fighting against Ravagers and Looma.

"Start talking," Gwen said firmly.

Ben nodded, "I figured you owed somebody money, but engaged? What do you get out of it?"

"And something tells me that your uncle and Looma's clans are not happy with your decision," Ester remarked.

Julie nodded, "Just like how our date often get ruined when the worlds knows my boyfriend's secret from last year."

Ben yelped in annoyance, "HEY!"

Kevin sighed, "Fine. I'll talk." He then narrated of how he ended up with engaging to Looma for the agreement between Ravagers and Red Winds, "Happens when Argit and I were still in the old gang. My uncle took most of us to Khoros. He told me that they've got some piece of special tech. I met the head of the Red Winds, but he wouldn't give it to me. So, I cut the deal with him. I got the tech, in return, I became her fiance."

Rook hummed thoughtfully, "But you changed your mind when the Highbreed Invasion begins?"

"Yeah. Gwen took my heart. I decided that she's my girl," Kevin said calmly and relieved, "I tried to back off from the deal, and even said that we're done before the marriage begins. Guess Loom couldn't take 'no' for answer. Sometimes, I hate my uncle and his stupid agreement with some gang."

Argit grunted, "You should have just given the tech back, dude."

"Yeah, right. I'm not giving up my car to some spoiled and crazy four-armed princess." Kevin snapped angrily at Argit. He then noticed Team Ben, shocked yet annoyed, glaring at him. He realized his mistakes, "Oops."

"All this is about your car?" Ben asked angrily.

"I'm targeted because of your stupid car?!" Gwen asked in fury.

Julie groaned, "You're so unbelievable. What makes you think that tech is worth for? Why risk for that hunk of junk?!"

"Actually, Julie, despite not technological advanced as Galvans or even extinct Cybertronians, Tetramands do make indestructible engine blocks. The best in the galaxy." Rook explained calmly. Everyone looked shock and surprise to look at him. He sighed, "I know it because I used a similar tech as theirs."

Kevin nodded, "How else do you think that car and my stupid uncle's bike has survived all the beatings you've given it?"

Ben yelped in annoyance, "Yeah, but..."

"You got a better way to get a Khoros-5 engine, Tennyson? I'd like to hear it." Kevin demanded in annoyance, "Don't forget. I also rigged the same tech for your car, you know."

Ben groaned, "I hate it when you're right."

"That poor princess..." Gwen said in concern and pitiful, "How could you take advantage of her feelings when you're engaged to her?!"

"Poor?!" Argit asked in annoyance, "You kidding me?! Does her attitude look like vulnerable?!"

Gwen sighed, "Good point. She's ticked. But she's upset and jealous that Kevin got me as his girlfriend, and even ended her engagement. She's probably off somewhere right now crying her eyes out."

"Unlikely..." Tetrax disagreed, "Sevenseven ended up with some serious beatings from Tetramand girlfriend for using her as a bait for money. Eighteight told me about his embarrassing date. Good thing that I didn't date any Tetramand Girl."

"In other word, we'd better move on before she find us?" Ester asked in concern.

Tetrax nodded, "We better."

**_BOOM!_** Team Ben yelped in concern. They turned and looked behind. They found the large hole created from the giant walls. Looma and most of Ravagers including Torrac and Storm Ravagers emerged out from it. They all armed with their weapons. Looma armed with a large sledgehammer.

"Kevin. Come back to me! It is time for our engagement!" Looma said amusingly and charmingly. She growled in anger, "even if I must break every bone in your tiny human body!"

Spiderstrike and Bearkill chuckled, "Oh! Busted."

"Whether you like it or not, you're bound to honor the agreement!" Torrac said angrily and firmly, "That is the way of Ravagers! We never back away from it, no matter what!"

"Oh, just shut the hell up about 'honor'?! It's just stupid!" Kevin snapped in annoyance. He yelped, "Oops!"

"There he goes again," Frozen remarked in annoyance.

Dragoon sighed,"So predictable. Always insult us when he knew it's not a good idea to do that."

Torrac was annoyed and angered, "You dare insult your own clan's honor?! You will pay for it! Take them down!"

"No!" Looma said firmly while gesturing Ravagers to move back. She smirked amusingly, "I will take care of it. I loved challenges. Prepare yourself!"

Armed with her sledgehammer, Looma screamed wildly and angrily as she charged and engaged Team Ben. Activating the Omnitrix, Ben transformed into XLR8. He charged and rammed at her for few times. Tetrax, Rook and Ester engaged her head on by punching and kicking her. Julie and Kevin formed themselves into Armorstrike and Ground Mode as they're protecting Gwen from them. Argit hid behind the walls.

XLR8, Tetrax, Rook and Ester continued engaging and fighting with Loom for few times. The Tetramand Princess remained firm and strong to endure the attacks for the moment. She smirked amusingly. She tripped XLR8 before grabbed his leg. She slammed him at Tetrax, Rook and Ester for few times like using a club on the wild animals. After knocking them hard, she swung and threw XLR8 at Armorstrike hard. to the ground. Argit screamed as he hid inside the tunnel. She jumped and slammed her sledgehammer on the ground, unleashing powerful earthquake to bring down both Kevin and Gwen to the ground. She charged and slammed both of them on the ground hard.

After knocking them out, Looma gave her victory cries. She then swung and strike her sledgehammer through the sewer's ceiling to the surface. Holding tight of both Kevin and Gwen on her shoulders, she then jumped up to the surface. The Ravagers followed her at once.

XLR8 groaned in pain while looking at the hole, "Gwen... Kevin..."

* * *

The hole was created on the Bellwood's Construction Site. Looma emerged out from it, followed by the Ravagers. She dropped Kevin and Gwen down. She looked up and found Hector and the rest of veteran Ravagers on their motorcycles. They have surrounded the group.

"Nice going, pretty princess." Hector scoffed amusingly. Climbing down from his Skullcrusher Bike, he then approached to his nephew and girlfriend, "Kevin Levin... Gwen Bitch..."

Gwen groaned, "It's Tennyson."

"Whatever," Hector grumbled in annoyance. He turned to Kevin. He grabbed him by neck, "The nerve of you, Kevin! Not only you turn back on your own gang! You became something I have hated the most especially it was them that took your father away! And the worst I hate the most, you dated that son of a bitch!? I would never approve of this! And not to mention, you never finish our job, you useless wreckage!"

Kevin scoffed as he spitted on Hector's face, "That's the problem, ass. You don't always agree or even let me do what I want especially forcing me to marry her! I really hate it! That's why I left this stinking gang!"

Punched at Kevin's gut, Hector shouted angrily, "You don't get the right to call our gang stinking because of your whinny and complaining like a brat, you stinking useless punk-ass!"

"You don't get to decide of what I do!" Kevin snapped angrily and annoyingly, "In fact, I don't give the shit about doing what you want or need me for your stinking work! And believe me, it's stinks!"

"I don't give the damn about it. In fact, I'm not gonna let you be that stupid Plumber! It's embarrassing! Worse as your pops!"

"Don't you dare make fun of my dad, jackass! In fact, I'm proud to be Plumber. In fact, my mom and dad are proud of me!

"Well, I am not! You're just a useless stupid disappointment to everything I've work so hard! Whether you like it or not, you're still gonna do it!"

"Not a chance, jackass! I'm not doing it for you!"

"You will!"

"Will not!"

"You will!"

"Will not!"

Kevin and Hector argued angrily and annoyingly at each other. Ravagers were annoyed and embarrassed by the Levins' constant argument.

"Well, that was embarrassing..." Looma said in annoyance.

"Tell me about it," Gwen said firmly. She turned and looked at Looma, "Look, Princess Looma. I understand you're upset about this. But I'm sure Kevin didn't mean to do that to you. He felt that he and you aren't right."

"You dare insult me?!" Looma asked angrily. She slammed the sledgehammer at Gwen, who summoned the barrier to deflect the attack. She gasped before laughed amusingly, "You're an Anodite? Such weak and pathetic alien! Nothing more than glowing insect, who can't fight like a warrior. I bet you're much more vulnerable than I am when he exploited you!

"WHAT WAS THAT?!" Gwen demanded angrily. She screamed in anger as her eyes and hands glowed in purple. She glared at Looma, "I am trying to be nice and finding a way to end this ridiculous and pointless fight. But you've just made me mad, missy!_ Mysticis Muutos_!"

BOOM! Gwen exploded in pure purple colored beams, shocking and scaring everyone off. She began the transformation. Her casual uniform transformed into new clothes. She is now in her Anodite Form worn her Lucky Girl's Mask, a black suit with bright cyan colored vest, gauntlets, leg pads with diamond-like knee pads, black shoes with blue stripes and even has lighter blue colored twin cape-like. She was now levitating while arming with magic powers.

Emerging out from the sewerage tunnels, Team Ben has arrived and entered the construction site. They all gasped in shock and surprise of what they just saw. And just before Ravagers and Looma could do anything, Gwen then unleashed her powerful_ Unsquiera Despariot_, which unleash and repel the enemies off.

"WHAT THE HELL?!" Hector demanded.

Kevin smirked, "That's my girlfriend..."

"Wow! I didn't know your cousin could do that," Ester said in surprise.

"Me neither," Ben said in agreement. He asked, "Gwen, how did you-?!"

"Learn from my Grandma Verdona. Instead of going full Anodite powers, I entered the semi-form of Anodite while maintaining human form," Gwen explained calmly and excitedly, "You could say that I'm now the new improved Lucky Girl!"

"So awesome," Ben commented.

Julie nodded, "Definitely awesome!"

Gwen smiled. She turned and glared at Looma, "Are you ready to talk?!"

Looma snarled, "Never!"

Looma screamed in anger. She tried to slam and strike her sledgehammer at Gwen, who used 'Illusive' to summoned her _spiritual clones_ for the Tetramand Princess to miss attacking the real one. And each time she knock the clones, more appeared while firing magical spells at her such as levitating and throwing heavy objects on her, unleashing_ Magnus Vox_ and _Corona_ at her face and even punching and kicking her off.

The attacks annoyed and frustrated her a lot. Looma slammed her sledgehammer on the ground, unleashing a quake on Gwen and her spiritual clones to fall down. With them gone, Looma charged and engaged Gwen, who dodged and evaded the attacks while firing and striking her magical spells at her for few times. Looma screamed in anger as she slammed her punch at Gwen, who unleashed and fired _Eradiko_, which stroke and knocked her off. Looma slammed to the ground hard.

"Ready to surrender?!" Gwen demanded firmly.

"Enough!" The loud booming voice shouted angrily.

Everyone yelped in concern. They looked up and found a large yellow advanced mechanical warship arrived at the scene. It landed on the ground, lowering the ramp down. The mysterious figure revealed himself to be a giant muscular Tetramand worn a large golden armor, helmet with large horn, black suit and golden pads. He has missing parts - missing fourth eye and second right hand. He was accompanied by other Tetramand Elite Guards.

"Well, well, well..." Hector said amusingly, "Gar. Been a while."

"It is," Gar said amusingly. He cleared his throat, I am Gar Red Wind, Warlord of House of the Red Wind and Khoros! Turn Kevin Levin and Gwen Tennuson over to Looma, or face the destruction!"

"Daddy!" Looma called happily.

His daughter hugged Gar happily, he laughed happily, "Ah, there's my girl. You're getting stronger every day. I'm sure you make your enemies quake."

Looma giggled, "Oh. Stop it."

Ben grunted, "This is not good."

"It is," Kevin said in shock and fear.

Departing from hugging his daughter, Gar turned and glared at Team Ben, "Warriors of Earth, I am not a violent man... Per se. But understand, I would do anything to protect my daughter's interest. And therefore, hand over both Gwen and Kevin to me, so I can settle the score with them especially getting my daughter to marry him."

Kevin yelped in concern before touched and turned into metallic form. Team Ben formed perimeter around him. Ravagers and Tetramand Warriors armed themselves with their weapons to deal with them.

"I don't think so!" Max's voice called out. He emerged out from the crates. He wasn't alone. More of Plumbers emerged out from their hideouts such as transports and buildings. Their tanks and spaceships have arrived at the scene as well. He continued, "If you think you can just waltz in here, threatening my home and also take both my granddaughter and her boyfriend for your spoiled daughter's wedding; then you've got another thing coming to you, asshole!"

Team Ben gasped happily to see Max and the Plumbers have arrived at the scene. Ben and Gwen called, "Grandpa Max!"

"I cannot believe he used the cursed words," Rook remarked in shock.

"Tennyson! The nerve of you to show up and ruin my business again!" Hector snapped angrily and annoyingly, "So, why don't you just buzz, old hag?! And stop screwing my work!"

"Don't 'old hag' me, mister!" Max snapped angrily, "Your business done nothing but bringing trouble and destruction here especially when it involved my family! No one gets away with it! And not to mention, you forced your nephew into some stupid arrange marriage when he doesn't want it at all!"

Hector snarled, "So what?! It's none of your business! Ravagers don't back off the words! And he's gonna marry her as the agreement for him getting the tech from Red Winds!"

Gar nodded firmly, "It's true. So, shall we commence with the wedding?!"

"Don't I have anything to say?!" Kevin demanded angrily.

Ben stepped up, "How about this? I'll take your daughter on. If I win, then leave Kevin and Gwen alone!"

"If I win, I'd do anything what I want?" Gar demanded calmly. Ben nodded firmly. He smirked, "Alright, Looma. Are you ready for this challenge?"

Looma smirked as she crunched her knuckles, "To fight the legendary warrior, who saved the universe for three times? I most certainly enjoy this!"

"Are you sure about this?" Gwen asked in concern.

Julie nodded, "Looma looks strong. She could be dangerous."

"Don't worry, I'll be fine," Ben said firmly, with a wink.

"Be careful, Ben. I've face their kind before. It's not good," Max said seriously.

Hector scoffed, "This ought to be interesting and amusing. Spidey, you might get ready with your prank camera. It's your video production."

Spiderstrike chuckled as he brought the director hat and video camera, "Oh yeah! This is gonna be fun! Time for the video! Just like what I did with Kevin from three years ago!"

Plumbers, Ravagers and Tetramand Warriors formed aside as they formed the dueling ring for both Ben and Looma to fight. Team Ben, Max and Hector were among them to watch the event. Gwen returned to normal. Gar stood between them. He raised and lifted the flag up.

"BEGIN!" Gar exclaimed firmly.

Looma screamed wildly and angrily. She charged as she tried to slam a punch on Ben, who yelped and dodged the attacks at once for three times. He tripped and fell on the ground. She approached to finish him off. He activated his Omnitrix. He transformed into Crashhopper. He kicked her by face. As she recovered from the attack, he bounced around while ramming and knocking her very hard for few times. As he was about to hit her head from back, Looma turned back as she slapped her four hands on Crashhopper's face. She grabbed and slammed him on the ground. She began pounding on him by chest and face.

Gar hummed, "Is Ben a trained fighter?"

"Not really much," Tetrax commented.

Gwen shrugged, "Well, I did train him with martial arts. But not good enough. He has a way to beat the enemies."

Gar scoffed, "Either way, my daughter will be victorious."

"Don't bet on it. Ben will find a way to win this," Max said firmly. He then turned and noticed Hector's smirking. He asked suspiciously, "Wanna tell me why you're smiling?"

Hector smirked, "Nothing much. Just enjoy the embarrassing moments."

"Who? Looma? Or Ben?" Max asked in annoyance.

Hector smirked, "You'll see. It'll be the best one."

Looma continued punching and pounding Crashhopper, who struggled to block and recover to fight back. He grunted in pain as he hit his Omnitrix. He transformed into Clockwork/

"Clockwork?!" Clockwork asked in shock and frustration. He sighed, "Stupid Omnitrix! But better than nothing!"

Clockwork activated his powers from turning his key on head. He has paused the time for the moment. He barely and managed to escape her. He then punched on her by body, hands and even face. He even swung and stroke the hammer by her face. After done tinkering around Looma, he moved away from as he deactivated his powers. Looma yelped and screamed in pain from the attacks. She fell to the ground hard.

Clockwork approached to Looma. And just before he could ask, she grabbed him by leg. She swung and slammed him on the ground and construction transports for few times. He hit his Omnitrix as he transformed into Jetray, who fired his laser beams at Looma's leg. He flew around the area while firing and shooting laser beams at her, who withstand and endure the attacks for the moment. As Jetray get close to Looma, she jumped up high before slammed her sledgehammer on him to the ground. She continued swinging and striking her hammer at him for few times.

Hitting the Omnitrix again, Jetray transformed into Swampfire. Looma smelled the scent from him as she grunted in disgust. He charged and slammed some punches on her. She recovered from the attack. She strike back at him. Both of them have hit and knocked each other fiercely and wildly for few times. Swampfire gave the uppercut punch on Looma's face. She recovered from the attack. She then gave a powerful slap of her hands, which blown him away straight at the construction site, which brought down upon him.

Team Ben and the Plumbers especially Kevin were in shock and concern of what they just saw. Ravagers and Tetramand Warriors gave the loud cheers. Gar cried tearfully and happily over his daughter's victory.

"I've won! I've defeated Ben Tennyson!" Looma exclaimed proudly, She turned and looked at her father, "Did you see it?"

"I am, daughter. Just like your mother..." Gar said proudly and happily. He cleared his throat. He turned and glared at Kevin, "Shall we honor the deal?"

Kevin groaned, "Damn it!"

**_BOOM! _**Everyone yelped in surprise. They turned and looked at the construction site. Something just burst out from it. It landed on the ground. It revealed himself to be Four Arms in battle position. They're all in shock and surprise.

"What? You're still standing?!" Looma asked in shock.

Four Arms smirked, "You bet. This fight isn't over. I'm still standing!"

"Four Arms!" Kevin cheered happily. Both Four Arms and Looma charged as they began their serious punches at each other's faces and chests for few times. He whistled, "Finally, a fair fight!"

"Female Tetramands are slightly stronger than males," Rook said in concern. His team turned and glared at him. He yelped, "I mean Ben can handle this! No problem."

"Seriously?" Kevin asked in annoyance.

Julie sighed, "You'll get use to him."

Both Tetramands continued punching at each other fiercely for few times. They both then held each other's knuckles while pushing and ramming firmly and determinedly. They both growled and groaned angrily at each other. Four Arms roared as he broke off the stand before giving a powerful headbutt on Looma's head. He then unleashed powerful clasp of wind blowing her off. She groaned in anger as she charged and attacked Four Arms. Both of them punched and knocked each other for few times. They all then moved back. They both charged and gave their powerful and best punches at each other's faces.

For the moment, both Four Arms and Looma remained stand still while thrusting their punches on the faces. The female Tetramand grunted in pain before dropped her knees to the ground. She lost the fight. The Plumbers cheered out wildly and happily while Tetramand Warriors groaned and moaned in defeat to see her lose.

Four Arms returned to Ben at once. Julie jumped and gave him a warm hug while kissing him by lips. The rest of his friends have arrived and joined with him while cheering for him. However, they then noticed something amiss. They found Ravagers including Hector were laughing amusingly and playfully at them. What was that about.

Gar smiled proudly as he spoke, " At last, a champion fit to marry my daughter. And he's even a Tetramand. Eh, sometimes."

Team Ben and Plumbers yelped in shock and surprise, "WHAT?!"

"You kidding me?!" Ben asked in shock.

Gar scoffed, "No, it is true. Tetramand Women are pledged to the men who defeats them in battle. How else that idiot and his nephew get my Khoros-5 engine block?"

Team Ben turned and glared at Kevin, who was sweating nervously, "Slip my mind?"

Argit sighed, "No. He did not. He purposely keep quiet, so you can take that fall."

"And you knew it?" Max demanded. Hector winked amusingly at him. He groaned, "Then, how come you didn't get married?"

Hector scoffed while crossed his arms, "Simple. I f$#% her painfully and make her scream for mercy. She ran off. Such a bitch girlfriend I ever had. Worse than 200 girlfriends I've met and sex with. At least, Kinceleran is better."

Team Ben were sick and disgusted. Gwen groaned, "Aw man. That is so disgusting. Your uncle is the worse."

"Gee you think?" Kevin asked in annoyance, "Why else you think I left the gang?"

Looma got up as she held Ben by hands, "Oh, my new beloved, what would you like for an engagement gift? Daddy's loaded. And then, we get married!"

"Back off!" Julie pushed Looma back. She continued angrily and firmly, "Maybe you hadn't notice, but I am Ben's girlfriend! You can't just marry when he's got the girlfriend. And not to mention, you guys attacked the Earth."

Gar and Looma were in shock. She asked, "Is she serious?"

Ben nodded, "Trust me. We're still couples. You can't break that."

Looma groaned in disappointment and annoyance. She sighed in defeat, "Very well, Ben Tennyson. I shall honor your decision. It is an honor to duel with you." She turned and glared at Julie, "Mark my word, Armorstrike, I shall reclaimed what is rightfully mine. Rest assure, I shall train very hard to defeat her. You best be prepare, Julie Yamamoto!"

Julie groaned in shock, "Is she serious?"

"Nope. In our culture, when women are competing over men, they must fight to win and gain him to be husband," Gar explained humbly, "Best prepare for it. Good luck..."

Gar, his daughter and warriors returned to their own spaceship. Looma gave the wink at Ben, who looked nervous and uneasy. Julie was annoyed and irritated by her charismatic. The ship then lifted off before blasted off into the space.

"Best movie ever," Hector chuckled. He glared and smirked at Max, "It's been quite the fun especially Spidey recorded the best moments we ever seen. The world's gonna love it!"

Max groaned, "I hate you a lot."

Hector laughed, "I know you do. Well, good luck dealing with marriage problem. And of course, screw Kevin as much as you want. He's yours."

Hector and his Ravagers gotten up on their motorcycles. They rode off at once while making some wild and crazy victory cries. Team Ben and Max turned and glared at Kevin, who is both nervous and uneasy about it.

Kevin chuckled uneasily, "Sorry about the mess?"

_**POW!**_ Julie gave a powerful punch at Kevin's face. He yelped in pain before falling down on the ground. He groaned and moaned painfully. Everyone sighed in annoyance about him.

"Honestly, Kevin..." Gwen remarked dryly.

"Like father, like son..." Max complimented, "Or worse, like uncle, like nephew..."

"So what are you gonna do with him?" Ester asked.

Gwen sighed, "I'm giving along lecture and punishment for his stupid lies..."

"This is so embarrassing..." Ben groaned.

"Well, if she does come back, we'll take her down together," Julie said calmly. Ben smiled in relief. She then grabbed and pulled Ben away from others. She smiled, "I know one thing that help you stress out..."

Ben looked at her curiously, though he has the idea...

* * *

Ben and Julie returned to Tennyson Resident. They were now inside his bedroom. Both of them have removed their clothes. They have their bodies interacting, nuzzling and massaging on each other gently and calmly on top of the bed. They then gave a long passionate kiss and tongue licking and interacting happily. They then departed while looking at each other.

"Oh yeah. This is the best," Ben commented.

Julie giggled, "Like I said. This help you stress out. Give me the best."

Ben smirked, "I intend to..."

_END..._

_Review and Suggest..._

**Main Casts:**  
Johnny Yong Bosh: Ben Tennyson  
Kelly Hu: Julie Yamamoto/Armorstrike, Ship  
Bumper Robinson: Rook Blonko, Terraspin  
Dave Fennoy: Tetrax  
Ashley Johnson: Gwen Tennyson/Lucky Girl  
Greg Cipes: Kevin Levin  
Kimberly Brooks: Princess Looma Red Winds

**Minor Casts:**  
Vin Diesel: Hector Levin  
Scott Porter: Torrac  
Tara Platt: Ester, Madison  
Dante Bosco: Dragoon  
Bill Fagerbakke: Bearkill  
Grey Griffon: Frozen,  
Drake Bell: Spiderstrike  
Alexander Polinsky: Argit  
Paul Eiding: Max Tennyson  
John DiMaggio: Madison's Father, Rath  
Jim Wood: Diamondhead, XLR8  
David Kaye: Gravattack, Gar Red Winds  
Dee Bradley Baker: Big Chill, Crashhopper, Clockwork, Swampfire  
Richard McGonagle: Four Arms


	2. EP2: Tanks for the Memories, Kid

**Episode 2: Tanks for the Memories, Kid**

On the next day after the fiasco involving of Kevin's 'supposed' marriage with Princess Looma, Ben and Julie were at the tennis court. Both of them were in their sports attire. He was helping his girlfriend with her training. And this time, he has gotten better and make less complaining about it, though still lose to her.

Julie served the tennis ball first, followed by Ben's hitting it back to her. She quickly swung it back from her left to him. He quickly hit it back at once. Both of them keep hitting the ball at each other for few times until one of them win. As Ben gave a very hard swing with his tennis racket at the ball straight to her. She then hit it back at him by left side. He tried to hit it but missed as the ball passed him by.

Ben groaned, "Aw man. I thought I finally win this round, without using the aliens."

Julie giggled, "Well, you finally did it. Even though you lose this game, I'm still proud of you for not using the alien powers. Well done."

"Thanks," Ben said calmly. He sighed while wiping his sweats off, "Want some drinks?"

Julie nodded, "Yeah. Let's take a break."

Ben and Julie turned and approached to the benches, where Ship was waiting and barking happily. They both were sitting down while drinking their Smoothies. They both sighed happily.

"That was one heck of exercise. And of course, cooling off from the marriage issue," Ben said in relief. He groaned, "Can't believe that asshole didn't tell me about it. One of these days, I felt like hitting him again."

Julie sighed, "Tell me about it. It's Jennifer Nocturne all over again. Thank goodness that Gwen is giving one long and big headache of lectures to him about the lies."

"Yeah. 'Thank goodness'," Ben grunted in annoyance, "But still, I'm happy to see them back home, even though it has to be involve of his big mess."

"Me too. I wish they would stay here, so I can focus on my normal life." Julie commented. Realizing her mistake, she turned and found Ben looked at her. She hissed while bit her lips, "No offense, Ben."

"None taken. I was thinking the same thing," Ben agreed. Julie was surprised to look at him. He cleared his throat, "Not because you're bad partner, but because you deserve a better and normal life than this."

"Well, thanks for thinking that, Ben." Julie said calmly and sincerely, "But I'm use to it. In fact, we're hanging and working together on mission, and even going to school too."

"I wish you didn't have to..." Ben said dryly while looking down.

Julie noticed and heard his tone and looks. She asked, "Ben? Is there something you wanna talk?"

Realizing Julie is catching up, Ben felt like he should tell her the truth about her true memories of they really met and became friends.

"Julie, there's something I need to tell you. Something I should have told you since the day you knew my secret," Ben said seriously. Julie looked concern and worried. He took a deep breathe, "Julie, I-!"

Ship growled and braked out wildly and angrily, making Ben and Julie alerted. They both looked up and found first Compudrone charged at them. He raised his left tentacle up to attack the couple. Both of them yelped in shock and concern as they quickly moved out at once. It wasn't alone. More, at least by 15 more, have arrived and entered the scene.

"Compudrone?! What the hell are they doing here?!" Julie asked in concern while holding Ship.

Activated his Omnitrix, Ben hissed, "I hope it's not Captain Nemesis again. Seriously, that guy really needs to let go of his ego. It's Hero Time!"

With the slam on his watch, Ben transformed into Armodrillo. Ship jumped and merged together with Julie as they both became Armorstrike. They both are now facing Compudrone.

Armorstrike contacted the rest of her friends, "Guys, we need some backup, pronto!"

Compudrones charged and attacked Armorstrike, who gasped in shock and concern. Luckily, Armodrillo came to her aid by grabbing and holding the first drone's tentacle before thrust and drilled on him by chest. He then engaged and attacked some of them. Armrostrike jumped on his back, and began firing her blasters at some of them. They both have managed to take down all 15 of them.

"That was easy..." Armodrillo said amusingly.

Suddenly, the Dimension 12 Portals emerged and summoned some more of Compudrones to their world. Armodrillo yelped in shock and concern. Armorstrike sighed in annoyance.

"Ben, I thought we agreed that we will never said that 'word'," Armorstrike remarked dryly, "It always bring bad karma on us a lot."

Armodrillo scoffed, "Yeah, sure. I'll keep that in mind. But we can take them down."

Armorstrike smirked as she summoned and activated her katana, "Guess so. Time to put my tennis practice to the test."

"Mind us joining in?"

Armodrillo and Armorstrike looked up as they found Resolute has arrived at the scene. Tetrax, Rook, Gwen and Kevin stood on the ship's lowered ramp. They all jumped out at once. They dived straight to the ground. Tetrax fired his shards on the ground, forming a small slide for them to use and slide straight down. All of them bravely fought and engaged the army of Compudrones.

Armodrillo continued swinging and drilling his armed drillers at couple of Compudrones, before transformed into Cannonbolt for ramming and slamming them to pieces, NRG for shooting and blasting at them and also using Echo-Echo for unleashing sonic wave on them. Rook used Proto-Tool's Spear and Tonfa on engaging and destroying them, with the help of Stone Cutter, Wind Storm and Blazing Fist. Gwen used her Energy Spell Beam attack while Julie covered her best friend with firing her blaster and swinging katana. Kevin was in metallic form as he fought and engaged couple of them. Tetrax fought and defeated them as well, with the help of his shooting shards and swinging them at Compudrones.

As Team Ben continued battling and defeating most of the Compudrones, they weren't aware that they're being watched by someone else. He shown to be a tall yet sleek teenager worn crimson-yellowish armor with jet booster on his back and also worn an eagle-like helmet.

The armored teenager scoffed, "Figures. Same old Tennyson, same old noise. I hate it a lot..." He sighed before cracked his fingers, "Time to finish him off. Just need to wait for some minutes..."

Team Ben have defeated and destroyed most of Compudrones. All of them were panted in exhaustion and tired. They're taking a breathe from the fighting. Echo-Echo transformed back into Ben.

"That was fun..." Ben commented.

Kevin scoffed, "Better than dealing with Gwen's lecture." He then found his girlfriend was glaring at him. He groaned, "Will you give me a break?!"

Gwen scoffed, "Not after the stunt you pulled behind my back."

"But still, how did the Compudrones get here?" Rook asked in concern, "Who would let them out in the first place? It can't be Captain Nemesis, can it?"

Tetrax sighed, "I don't think so. But that's a good question. Who did it?"

And just before Ben could ask, he and his team heard some booming noise. They looked around to find and locate the noise. Turning to their back, they found an armored teenager flying straight at them. Before they could do anything, he fired and blasted his hand blasters at Team Ben, forcing them to use their own shields to block and deflect the blasts.

While the rest of Team Ben got distracted, the armored teenager then charged and rammed Ben straight at the bench.

Feeling his back injured, Ben yelped in pain, "Dude, what the hell?!"

"The hell, indeed, Tennyson! Payback time!" The armored teenager snapped firmly as he continued punching on Ben's face, "After five years of defeat and humiliation by you, I finally got revenge, jackass!"

And just before the armored teenager could finish Ben off, Kevin came as he grabbed and held the armored teenager's hand before punching him by stomach. He then thrown him on the tennis court. Tetrax used his powers in summoning crystals to trap and hold him down. Armorstrike approached and helped Ben out.

"You okay?" Julie asked. Ben nodded in pain. She hissed before turned and glared at the armored teenager, "Who was that?"

Ben grunted, "I wish I knew..."

Team Ben gathered and approached to the mysterious armored teenager, who struggled of getting out from the crystallized prison.

"Who are you?! Why the hell you attack me?!" Ben demanded angrily.

"Figures... You don't remember me. But I do after what you have done to me..." The mysterious armored teenager muttered angrily. His helmet automatically transformed and removed from his head. He revealed himself to be Billy Billions with teenage looks. He continued, "Remember me, my old nemesis?!"

Team Ben looked confuse and uncertain of what Billy has said. They looked at each other as they all wondered if one of them know about him.

"Do any of you know him or something?" Ben asked in confusion, "I don't think we've met him before."

Team Ben shrugged in confusion and uncertain, [Tetrax] Never seen this guy before. [Rook] I'm afraid that there is nothing much about him from the criminal record. [Julie] First time to meet him, Ben. [Gwen] I think I've seen him before. Can't get the picture of. [Kevin] Not that I care about."

Billy looked shocked and irritated, "A-Are you kidding me?! None of you, and even your girlfriend, Tennyson?!" None of Team Ben understood and recalled about him. He groaned, "We've met before, genius! That was the day me, your best pal - GrandSmith and your girlfriend got enrolled into your dumb school! It was that day I found out about you being a superhero! And also, it was that damn day you beat me, lectured me and humiliated me because I couldn't be hero!"

Ben and Gwen looked shock and concern of what Billy has said. Team Ben still has no clue, though Julie was a bit annoyed about him got the girlfriend yet curious about what Billy has said.

"Damn it," Gwen snapped in concern, "It's him. The same kid that you snap and lecture him about being hero. We forgot to erase his memories."

"Yeah... That's right. You sucked, Billy. No wonder I forgot." Ben remarked uneasily yet seriously. He then shown concern looks, "Damn it... This isn't good."

Gwen whispered to Ben, "I'm guessing you didn't tell her the truth, did you?"

"Yeah. But I was gonna tell her about it before he show up," Ben agreed before whispered back to Gwen, "Please, Gwen. I will tell her when I'm ready."

Gwen sighed, "Fine. You owe me big time. I'll help to shut him up."

Ben turned and glared at Billy, "I see you haven't change at all. You're still the same spoiled brat, who still thinks for himself and thinking that you're a hero."

Billy groaned in annoyance, "And you're still the same arrogant brat as I remember for thinking that you're better than me. As if, loser!"

"I still am," Ben said confidently, "After all, I did save the universe billions time."

Julie groaned, "There he goes again..."

"Three times..." Gwen corrected firmly, "And do I need to remind you again about who actually save the universe?"

Kevin nodded, "Yeah. Don't be so obnoxious again." Gwen turned and glared at him. He groaned, "Aw come on. I'm on your side!"

Ben groaned in annoyance, "Fine. Me and my friends save the universe three times. Trust me, we're the best heroes and team this world have. You do not want to mess with us."

"It is true. We're much formidable and strong team," Rook agreed.

"Oh yeah?" Billy asked in annoyance, "And you think that I should be afraid of you all?"

"Well, you should be," Tetrax said firmly while giving Billy a serious and dark looks. He continued, "You don't stand a chance against us."

Kevin scoffed while cracked his knuckles, "I wouldn't mind using him for a punching bag."

Billy smirked mysteriously, "I wouldn't be too sure of that. The tide is about to turn."

Team Ben was confused and uncertain yet suspicious and concern. While they were busy keeping an eye on Billy, the mysterious crimson hooded cloak appeared and landed on the top of building. She is armed with advanced yet armored sniper. She aimed her multiple targets on Team Ben sans Billy. She then fired and sniped her gun at all of them.

Team Ben yelped and screamed in pain and shock from getting a hit by electrical shocks on them. However, the electrical shocks is affecting the team as their bodies began to change, as well as their faces. After moments of shock, all of them groaned in defeat before falling to the ground hard.

"Man. That really hurt..." Ben said weakly and painfully yet softly like a child. He slowly sat up straight. He sighed in relief. As he looked at his right hand, he yelped in shock and surprise. He then looked at his own body. He found himself that he is no longer teenager but 7 years old boy. His regular clothes are too big to fit him. He screamed in shock, "What the hell?! What is happening to me?! Why am I a kid?!"

Ben heard some groaning and moaning noise. He turned and found some of his friends also slowly getting up. And to his shock and surprise, he found most of his friends are much younger as he is.

Gwen and Julie are 7-years-old, and their hairs are much shorter. Ship is now a puppy form of Mechamorph. Kevin is 8-years-old and his hair is much more long and rough. Rook is an 11-years-old, and surprisingly has a tail on his back. Tetrax is now a scrawny teenager. Most of their clothes are too big for them to fit and wear now.

"No way!" Ben exclaimed in shock.

Opening her eyes, Gwen looked at Ben. She looked surprise and shock, "Ben? Why are you a kid again?" Ben was speechless and shocked to say. She then looked at herself. She then screamed in shock and concern, "Why am I a kid?!"

"You're not the only one. All of us are!" Julie exclaimed in concern. She turned and looked at Ship. Ship barked cutely, making her screamed happily. She grabbed and hugged her Mechamorph Puppy close to her, "Aw! You're so cute! I love it, baby!"

Kevin groaned while looking at himself, "Aw man! I feel like I'm being evil Kevin 11 again. This is so not cool, man!" He turned and found Rook was rubbing his head gently, and even saw a tail shaking and fluffing around. He was in shock, "Dude... You have a tail."

Looking at his tail was shaking and wagging, Rook looked embarrassed and timid, "How embarrassing. I'm Inthak." Kevin looked confused. He sighed, "It means I'm a child..."

Tetrax looked at his scrawny body as he shown his irritated looks, "Aw man. This is so not cool. Really not cool!"

"How did it happen?" Ben asked in concern and confusion.

Gwen sighed, "Isn't it obvious? We've been turned into kids by whatever that attack us.

"That'd be my maid," Billy remarked amusingly. The red hooded cloak warrior jumped and climbed down from the building. She landed to the ground. She then broke Billy free from the crystallized prison. She bowed before him. He then laughed happily and amusingly at Ben and his friends, "Now that's funny! I'm taller and bigger than you kids are! And not to mention, I'm mature."

Ben groaned, "Willy, turn us back now!"

"It's Billy!" Billy exclaimed angrily. He groaned, "I can't believe you forgot my name. But either way, not a chance! I am not gonna change you back, loser!"

"Wally, I'm warning you!" Ben snarled a bit. He readied with his Omnitrix, "You do not want to mess with me."

Billy scoffed, "Oh yeah? What are you gonna do about it?! Bite me?! Kiddy Ben?"

Billy then laughed amusingly and wildly over a joke he has make. Though annoyed and irritated by Billy's joke, Ben secretly shown his devilish smile while activating his Omnitrix. He transformed into young Wildmutt. As Billy was busy laughing happily, Young Wildmutt sneaking close to him. Tearing some metallic parts out, he took a big bite on Billy's butt.

Billy screamed and panicked in pain and fear, "Get off me! Get off me! Get off me! You stupid dog!"

Screaming in pain, Billy fearfully and painfully ran around while shook Young Wildmutt off from his butt. Team Ben stifled their laughter. Unable to contain, they all laughed out loud.

"MAZUMA! Billy called out angrily. The red hooded cloak warrior approached and pulled Young Wildmutt out from biting him. The young Vulpimancer turned and attacked 'Mazuma'. He groaned in pain before rubbing his butt. He turned and took a peek on his butt as he found his pants and underwear shredded and revealed a hole to his butt. He screamed in shock and anger, "Stupid dog, you make me look bad!"

Young Wildmutt continued attacking Mazuma, she grunted in pain as she gave a powerful slap on him to the ground. She revealed herself to be a young teenage girl with long blonde hair worn a black cheerleader T-Shirt with 'B' symbol with red skirt, white socks and sneakers. She turned and approached to her master.

"Master, are you alright?" Mazuma asked calmly.

"Do I look like I'm alright?!" Billy demanded angrily. He turned and glared at young Wildmutt and his friends were still laughing at him. He groaned as he took and activated a tower-like detonator, "Think that's funny?! Fine! Try this for the size, loser!"

Billy threw the detonator towards Team Ben, who screamed and panicked in shock and fear about the bomb.

"Not so funny, right?" Billy asked amusingly. He snapped his fingers, "Mazuma, bring the limo."

"As you wish, Master Billy," Mazuma complied as she activated her right hand's watch, summoning the flying limo. She opened the door and spoke, "Master Billy, your ride has arrived."

As Billy entered the flying limo, he snickered while saluted playfully to Ben and his friends, "See ya, loser."

With Billy and Mazuma entered the limo, they all drove off at once, leaving Team Ben at the mercy of detonator's countdown.

"This is not good!" Rook exclaimed in concern.

"We better do something!" Julie exclaimed and whined fearfully as she grabbed and hugged Ship, "I don't wanna die!"

"Hang on!" Gwen ordered as she tried to summon her magic to levitate the detonator. But instead, it backfire and knock her off. She groaned, "Aw man! My magic!"

Kevin tried to grab the detonator, but instead it shocked him off. He groaned in pain, "Damn it! That hurt! My endurance to control electric is gone!"

Young Wildmutt barked as he hit his Omnitrix. He transformed into a young yet cute greenish Upchuck. He quickly grabbed and took a big bite on the detonator into his stomach. He is holding the detonator down within for the moment. It then exploded, making him feel funny and gassy, He burped out with black smokes.

"Dude. That is disgusting, you know." Kevin remarked.

"Well, we survive, didn't we?" Julie commented.

Upchuck transformed back into Ben. He sighed, "Thanks. Now what? How do we get our age back to normal?"

"Indeed. I do not want to stay in this form for too long," Rook said in concern. He then felt his tail wagging and tickling him. He groaned, "I can't stand with my tail playing me. It's irritating and annoying."

"We get back to the base. And hopefully, Blukic and Driba got the answer," Tetrax said firmly. He then contacted his ally from Resolute. He called, "Gluto, we need the pickup. And don't yo dare laugh or I'll kick your slimy butt of yours."

* * *

Team Ben has made their way back to the Plumber's Headquarter. With the help of Max and Sandra, they both gave them some clothes to wear.

Ben worn back his old summer clothes - white T-Shirt with black stripes and greenish bulky pants. Gwen worn her favorite blue-cyan blouse with cat and white pants. Julie now worn pinkish jumpsuit jacket-like with pinkish scarf and blackish skirt, long pinkish socks and and black shoe. Kevin worn lock-like necklace, his old sleeveless gangster black shirt, brown pants and black boots. Rook and Tetrax managed to resize their Plumber's suits to their sizes.

Ben, Gwen and Tetrax were walking down the hallway, accompanying Max as they're all were having discussion about dealing with Billy.

"This is serious..." Max said in concern, "I can't believe that Billy is the only person to remember of how it happens from 5 years ago."

"Yeah. No kidding." Ben agreed, "This is gonna be a total mess now."

"Ben..." Gwen said in concern.

"If that moron spill everything about what happen from five years ago, Julie won't forgive me for lying and keeping secret from her especially how I betrayed and hurt her." Ben said in concern and guilty. He sighed in defeat, "I've really mess this up..."

"Ben. That wasn't your fault," Max said in comfort.

"It was," Ben said seriously, "If I had listened to you guys in the first place, this wouldn't be a damn complicated mess I've gotten us into especially erasing everyone's memories of what I've done and did. I'm so stupid for using that stupid Feedback."

Gwen held Ben's shoulder, "Ben, there was nothing you could have done. Once you get so much power within, there's no stopping for you to think and realize until a mistake to wake you up. Just like Kevin. We regret for not stopping you in time. But right now, all we can do is fight and stop Billy. Even if Billy spill it out, I'm sure Julie wouldn't be mad for long. She loved you so much."

Tetrax nodded, "Yeah. I'm sure she understand and remember of what you have been through."

Touched by his friends' comfort, Ben smiled softly, "Thanks guys..."

"Either way, Blukic and Driba are now working on the problem," Max said firmly, "And hopefully, they find the answer on reversing the deaging process."

Ben sighed, "The sooner the better. The last thing I want is Kevin going to berserk on us again. If he absorb too much of electrical energy, he could kill us off."

Gwen nodded, "Yeah. No kidding. Osmosian with unstable mind and uncontrollable powers could be very dangerous to all of us. And not to mention, we could lose him this time."

"That won't happen," Tetrax said firmly, "I just hope that those two don't do something stupid, with Cooper being reassigned to keep an eye on his girlfriend."

"Girlfriend?" Ben and Gwen asked in surprise.

"Yeah. Elena." Tetrax said calmly, "Cooper is Elena's both trainer and therapist, making sure that the no more Nanites in her."

"That's a relief." Ben said in agreement, "Still I don't trust those two."

"Yeah. That's what makes me worried," Tetrax said in agreement and concern.

Max sighed, "You worry too much. It'll be fine. Blukic and Driba know what they're doing."

**_BOOM! _**The lab's entrance exploded and shot the doors out. Max, Ben, Gwen and Tetrax looked worry and scared. They quickly went off and entered the lab. It is filled with black smokes, making them yelp and coughed heavily. As soon as the black smoke dispersed, the lab is clear and revealed its status.

Almost everyone was covered by black marks. Kevin was attached by wires and cuffed by the giant metallic ring with computer and two tubes of greenish and reddish liquids. Blukic and Driba were near to the computer. Rook used his Proto-Armor's Energy Shield to cover and protect himself, Julie and Ship from the blast.

Driba groaned, "I told you that won't work!"

"You did not," Blukic snapped in annoyance before checked on the computer, "In fact, I told you that we should try this chemical of sodium acid, iodine and Bicenthium Alloy to reverse the effects. And you must have done something wrong again."

"So did not!" Driba snapped in annoyance, "As I recalled, we require the Fountain of Youth, which could be useful for studies and reverse the deaging process."

Blukic scoffed, "Yeah, right. We can't use it because that water dehydrated, thanks to Ben."

"Thanks for the obvious, Mr. Obvious!" Driba said in annoyance.

Kevin sighed, "Wow. You guys are dumb, you know that?"

"HEY!" Driba and Blukic snapped in annoyance.

"Didn't go well?" Ben asked.

"Nope. It did not," Rook said calmly. His tail gave another smack on his face. He groaned before moving it aside, "And also, Kevin did not gone insane."

"Thank goodness. The last thing I want is him raping me." Julie remarked dryly.

"Hey!" Kevin snapped in annoyance.

Max sighed, "Back to square one..."

"Definitely, back to square one," Tetrax agreed in concern, "We have to get the de-ager blaster to reverse the effects."

Ben nodded, "Yeah. Let's move it and kick that jackass's ass!"

"Language, Benjamin Kirby Tennyson!" Max scolded Ben, which annoyed and irritated him. He firmly continued, "And you're not going alone without the backup. There could be more of Compudrones out there."

Ben sighed, "Fine. So, who's our babysitter?"

Max sighed, "Backup, Ben, not babysitter. And I'm pretty sure that you know these two well."

Helen, who is wearing blue vest with black suit, black long pants with shorts of blue lightning shapes and a American-African teenager worn blue cap, black armored goggle and black mask, the black T-Shirt with lightning bolt on blue triangle shield, black long pants with yellow bulky pattern, blue boots, black gloves and blue long coat have entered the lab.

Helen squealed happily as she dashed and grabbed Rook for a big hug, "Oh my gosh! You're so cute, Rook! I love you! I love you! I really love you! You're very and so fluffy especially your tail. It's very ticklish and fluffy for me to play! It's so cool for me to marry you right about now!"

Rook grunted, "Helen, please! Can't breathe!"

"Oops! Sorry!" Helen apologized as she released from hugging Rook, "You alright?"

"Yeah. What was that about?" Rook asked in shock.

Helen blushed in red before cleared her throat, "Nothing. Nothing."

"Wow. Must be tornado hit the place," American-African teenager commented in surprise. He whistled, "Haven't seen it since I accidentally followed you guys, bumped into her and blew this mess up with two dumb frogs."

"HEY!" Driba and Bluckic snapped angrily.

"Jonesy!" Ben exclaimed in surprise. He approached and gave some friendly bro handshake with Jonesy. He laughed happily, "Man! Good to see you! Haven't seen you since you moved to Detroit!"

Jonesy laughed, "Well, my dad's been busy with his comic. And they love it. Always talk about some serious issues and problems with the world. Everyone love it. And now we move back because my dad got hired for Superhero TV Show."

Ben whistled, "Cool! I would love to see it. So, whatcha you gonna call yourself?"

"Call me 'Static'. Static Shock," Jonesy said, "Got the coolest name from my dad."

Ben whistled, "I like it. Ready to go static?"

Jonesy performed some groovy dance before posed heroically and happily dance move, "Oh yeah! Let's groovy it, you'all!"

* * *

Team Ben have geared up and gotten into Resolute. With the help of Helen's navigating and locating Billy's headquarter, they're all blasted off to reach their destination. For minutes have passed of searching, they have found and located his base of operation - a golden-red colored long tower-like skyscraper building with dollar sign with 'B' logo.

Resolute slowly descended and landed on the ground. Team Ben emerged and climbed down the ramp. They all stood before the Billions Tower.

"Wow. That's some building..." Jonesy commented in surprise.

"Seriously? Guy has his own skyscraper? What's he so jealous of me for?" Ben asked in annoyance.

Gwen shrugged, "You're asking the wrong girl, Ben."

Julie nodded in agreement, "Yeah. For a genius like him, he's quite arrogant and stupid."

"No kidding," Kevin agreed, "I mean turning us into kids? Thar's gotta be dumb. He must be the worst villain we ever face."

"Kevin. I wouldn't want to mess with him, buddy. The last time Ben, me and others fought with him; that guy threw a tantrum and hit us like a rock," Jonesy said calmly and firmly, "Though Ben hit much harder and painful to him than us."

"Ouch. I've heard that Ben often get into the Dark Side when he's really pissed off and annoyed," Helen joked.

"Hey! I'm no Sith, thank you very much," Ben said in annoyance. He turned and looked at the tower, "So, are we in or what?"

Tetrax nodded, "Alright. Let's knock the door very hard to get their attention. Ben, will you get Humungousaur to do it?"

Ben smirked as he activated and readied his Omnitrix, "I was thinking the same time! Hero Time!" With the slam of his watch, he transformed into small yet cutie version of Humungousaur. Everyone was in shock and surprise of what they just saw. He growled a bit, "Great. Now, I'm a Smallersaur!"

"How about 'Tinysaur'?" Jonesy suggested. Tinysaur glared at him. He yelped, "Just suggesting."

Tinysaur growled a bit, "Let's just knock the door!"

Tinysaur gave the loud roar as he charged and rammed at the entrance, which broke and fell down hard. Everyone was in shock and surprise to see it.

"Wow. Tinysaur got some muscle," Kevin joked as he touched on the ground. He transformed into Ground Form, "Let's kick his butt."

"Agree. I demand our true bodies to be return normal!" Rook exclaimed while readied with his Proto-Tool in Gun Mode. His tail gave a slap on his face. He growled, "I hate it when it does that. I can't remember of how much I hate my own tail."

Helen awed as she grabbed and patted Rook on his back, "Aw. Did my baby Rook pouty about his tail again? Does he need his big sister to comfort him? I'm happy to help, my little baby brother."

Rook groaned, "You enjoy this too much, Sister Helen. And I am chronologically older than you, Rook-Wheels Helen!"

Helen giggled while still patting and rocking Rook, "Ooh. I know but I can't resist of playing with my baby brother. I love my baby brother too much!"

Rook groaned with the blush of red, "I am not a baby, Helen! It is not funny."

Helen giggled as she gave a kiss on Rook's forehead, "It's not supposed to be funny. It's love! My sisterly love for my favorite baby brother."

Rook sighed in defeat, "This is so embarrassing. Worse than dealing with Shar, Shim, Shi and even Young One. At least, Shar and Shi respected me as older brother..."

Kevin groaned in fear, "That is freaky. What's with her?"

"Since Rook took and adopted Helen as his sister, she likes him a lot," Julie explained. Ship growled softly. She sighed in concern, "I think she's got some crush on him."

"That is weird..." Gwen commented.

"Guys, getting ourselves back to our own age?" Tinysaur asked in annoyance.

Tetrax sighed, "We know. Move it!"

With everyone nodded in agreement, Team Ben armed and readied themselves for the next battle. They all quickly marched and entered the building at once.

* * *

Team Ben and his team marched and entered the lobby of Billions Tower. In front of them was the elevator, which could led them to the Billy's private room. And just before they could do anything, the alarm blared out, along with auto turrets emerged out from the walls and two missile launcher turrets raised up from the floor. They all armed and aimed their laser beams at Team Ben.

Team Ben yelped in surprise and concern by the ambush. The monitor screen emerged out from the ceiling. It revealed Billy Billion and Mazuma.

_"Ah, Kiddy Ben, I didn't expect you guys to come so soon," _Billy said amusingly. He then checked on his pocket watch. He hummed, _"Then again, it's not even our appointment, you know. So what the heck do you want now, loser? I'm busy with paparazzi and photographs now."_

Tinysaur growled, "Jackie! Turn us back to normal now before I lose tantrum!"

Billy yelped in shock by Tinysaur's insult. He screamed in anger, _"How many times do you keep giving the wrong name?! My name is Billy Billions! Damn it!"_ He scoffed before crossed his armed, _"Besides, what makes you think that I would turn you back to your own age, loser?"_

Kevin groaned, "Buddy, we will crack you like an egg. And trust me, if I absorb Ben's Omnitrix now, I will turned into giant super mutant freak that will scare and tear you apart!" He approached and aimed his hand on Tinysaur's Omnitrix, "I can do it now!"

Tinysaur yelped, "Kevin, are you crazy?!"

"He's right. Once you touch the Omnirtix, you'll go crazy and become monster forever!" Gwen exclaimed in concern.

"Well, it's the only way we can beat that idiot," Kevin snapped firmly, "I will do whatever it takes to take him down for good!"

"It's not worth it." Gwen said firmly, "Besides, we can handle it without your mutant mode. It'll be fine."

Kevin groaned in defeat, "Fine. We'll do it your way."

"So, are you going to turn us back or what?!" Tinysaur demanded firmly.

_"Hmm. Let me think..."_ Billy said while pretending to think. He then gave the funny face, _"NOT!"_

_**BOOM!** _

Tinysaur destroyed the monitor screen, with his powerful swinging tail. He then grunted and grumbled angrily about Billy's immature attitude.

"I forgot of how much I hate that guy," Tinysaur grumbled angrily.

"You're not the only one, Ben," Gwen agreed, "Sometimes, I can't stand on his ego."

"I'm guessing we'll have to force ourselves way to the top, right?" Julie asked.

"We have to pass through the defense first!" Rook exclaimed in concern as he armed and readied with his Proto-Tool, "Here they come!"

_"Blast them! Teach them for not messing with me!"_ Billy's voice shouted angrily, the army of turrets armed and aimed their guns and missiles at Team Ben. He groaned, _"They're gonna regret for messing with the wrong guy!"_

Tinysaur roared, "Bring it on!" Suddenly, his Omnitrix beeped out loud again, causing him to return to Ben. He groaned, "I hate it when that happens."

"Incoming!" Tetrax exclaimed in concern. He jumped to the front. He summoned the crystallized walls for their protection against the turret's blasts and missiles. His crystallized walls was assisted and enhanced by Gwen's magical spell. He and his team take cover at once. He groaned a bit, feeling the crystallized walls shaken and breaking down. He grunted, "That can't be good!"

"Someone take down the turrets before we get vaporized!" Kevin called in concern.

"We got this!" Jonesy said proudly, "I'm gonna put a shock to their system!"

Helen nodded, "Consider it done!"

Helen ran off for distracting and confusing the turrets' aiming and shooting at her. Jonesy jumped over the wall as he unleashed and fired his Electrical Bolts and Thunderstorm in destroying all of them. He then unleashed Electromagnetic Pulse Blast, shutting and destroying all of the system. Most of security system has been shut down.

"Wow. Nice going!" Ben commented.

Jonesy laughed a bit, "Been practicing! Totally worth it!" He then gave Ben a friendly handshake. He smirked, "Ready to get back to your age?"

Ben smirked, "Totally, dude."

As Team Ben marched out at once, Helen grabbed and held Rook on her back like she was carrying a baby. She then rocked him on her back, which embarrassed and annoyed him. The team looked shock yet awkward by the situation.

"Was this necessary?" Rook asked in annoyance.

"For little protection to my favorite baby brother," Helen remarked happily.

Feeling his face burning in red, Rook groaned in defeat before got his tail slapped on his head, "By the Revonnah's Name, I hate being young and small..."

Ben sighed, "Thank goodness that we didn't bring our moms here."

Gwen nodded, "No kidding. It'll be one heck of embarrassment and awkward."

"Better than my uncle," Kevin remarked dryly, "The moment he looked at me, he'll laugh at us for our bad lucks. Even worse, he tried to take a video on us, and the posted on web, let the world know our most embarrassing moments."

"How rude of him..." Julie remarked dryly.

Tetrax sighed, "Let's just get our age back now."

With everyone agreed, Team Ben gotten and entered into the lift, which led them straight to Billy's private chamber. Though often halted and prevented by Billy's interference and controlling over the lift, Ship helped and controlled the lift, reaching to the top with high speed.

Upon reaching to the top, Team Ben groaned in defeat and sickness as they haven't felt motion sickness before. They all then threw up everyone. They then groaned and moaned sickly while slowly and calmly recovering from it.

"Gotta do something with your excitement, Ship," Julie said weakly.

After recovering from the motion sickness, Team Ben headed off to find and hunt down Billy. They have arrived and entered the entrance, which led them into the large scientific chamber-like, which was filled with computers, engines, technologies, Dimension Portal and group of Compudrones. They then heard the clapping hands. They then looked up and found Billy and Mazuma standing on top of catwalk. Billy now worn his usual crimson long sleeved suit, black pants and black shinny shoes.

"Nice of you to join us here, Ben," Billy said amusingly. He sighed, "Guess you don't take 'no' for answer, am I right?"

Ben glared at Billy angrily and annoyingly, "Give us back our age, Wendy!"

Billy screamed in anger, "How many times do you keep getting wrong name?! My name is not hard to pronounce and remember!"

"That's because we don't care..." Kevin remarked dryly.

"And seriously, how on earth did you manage to control Compudrones especially getting them into Dimension 12?" Gwen asked suspiciously, "And I'm surprise that they didn't try to kill you when you enter their world."

"I built my own dimension portal," Billy scoffed before show his pocket watch, "Oh, and they did try to kill me. Thanks to my genius, I was able to build my own device to control them. And now they're my personal army. How do you like that now?"

Kevin rolled his eyes in annoyance, "He stole them from Captain Nemesis."

Billy yelped in shock and annoyance, "H-How would you know?! I mean! You dare to accuse me?!"

"Dude. Captain Nemesis' Logo everywhere, and even your pocket watch and portal have one," Kevin explained firmly as he pointed at most of technologies and computers which has Captain Nemesis' logo. He crossed his arms, "So, how do you explain about that?"

Team Ben was in shock yet not amused and irritated by Billy's deception and wanting to get the attention to him.

"He's hardly called 'genius'..." Helen remarked dryly.

Jonesy shook his head, "He never change. Still the same dumb guy."

Billy struggled to find some excuses before screamed, "Fine! I buy them! And I modify them better especially controlling Compudrones. It's not a problem. You've got problem with that?!"

"What is your problem, Wonka?" Ben asked angrily, "You have the money, servants and maids, machines and even skyscraper!? But it's still not enough! Why are you so against me?! What more do you want from me?!"

"WHAT I WANT?! Fine, I'll tell you!" Billy exclaimed angrily. He grunted before pointed at Ben, "You! You are the problem to my life!"

"ME?! What did I do?!" Ben asked angrily yet shocked.

"What's that supposed to be mean?" Julie demanded angrily.

"After their retirement, I inherited my parent's fortune. And I'm suppose to be the billionaire. This means that I'm the best and richest guy in the world. I'm famous!" Billy explained angrily and firmly, "But instead, everyone pay their attention to you more than me because you're the hero with many alien heroes. And not to mention, you've got your own girlfriend while I don't. You even have your own merchandises! That is so unbelievable! So no matter how hard I tried, I'd never able to beat you! It makes me sick and boil up! I hate you a lot! You ruined my life since the day I enrolled in your stupid school with your girlfriend!"

Team Ben was in shocked and annoyed by Billy's explanation. They don't know if they find it to be embarrassment or annoying about his background.

"That's it?" Jonesy asked in annoyance, "That's the reason why you hated Ben?"

Rook hummed in concern, "I agreed. I find your reason of hating Ben irrational and stupid, compare to other villains we have encountered."

"Definitely sound stupid," Kevin confirmed, "He's just jealous wimpy kid, unlike Captain Nemesis, who kinda admitting that he was jealous and wanted revenge on Ben for becoming famous."

"WHAT?!" Billy asked angrily.

"So, you turn us into kids because you want the attention and even proving that you're better than everybody else?!" Ben asked angrily. He groaned, "I have to say this. But they're right. This is stupid and ridiculous."

Gwen nodded, "I definitely agree with you, Ben."

"It is not stupid! This is my personal reason of how much I hate you!" Billy exclaimed in anger, "And now I have proven that I am better than you and everyone else!"

"No, you're not," Julie disagreed, "Ben is. And do you know why?"

"Why?" Billy asked dryly.

"Ben never fight the bad guys to become famous. He did it to help and protect the people, and also doing the right thing," Julie said firmly, "In fact, if you're really a genius, then you could have done the same thing for the world instead. Help them out, not inflating your massive ego."

Billy was confused and uncertain, "What's your point?"

Team Ben groaned in annoyance. Jonesy sighed, "I forgot how dense he can be. And he's the reason why I hate him."

Gwen groaned, "No kidding."

"Guess you're not super genius at all," Ben said dryly and annoyingly, "After all these years, your still the same Billy. Just a spoiled, jealous, self-absorbed, brat. And that's the reason why you'll never best me."

Angered by Ben's insults, Billy screamed as he slammed and wrecked his pocket watch against the bars hard, "I'll show you that I can best you, Tennyson! Mark my word! "

Billy continued wrecking his own pocket watch, Mazuma spoke in concern, "Master..."

"WHAT?! Billy asked angrily. Mazuma pointed at his pocket watch. He looked at it. It's already damaged. He yelped in shock and concern, "Uh oh..."

As Billy turned to the front of catwalk, Compudrones slowly turned their attention and glared at Billy and Mazuma. He looked shock and worried. They all armed and aimed their weapons at him while shouting angrily, 'Destroy all flesh and the works of flesh.'

Billy screamed as he pushed some buttons on his pocket watch, "Stop! Cease! Desist! I command you!"

"Master, look out!" Mazuma exclaimed in concern.

Mazuma quickly grabbed and held Billy on her arms. Compudrones fired their laser cannons at both of them for few times. Suddenly, Mazuma, still holding tight on Billy, jumped out from the smoke before fell to the ground hard.

Coming out from Mazuma's grasp, Billy sighed, "Thanks Mazuma..."

"You are welcome, master." Mazuma said firmly with a grunt of pain. She found her left joint leg and right hand are badly wounded with electrical static. She even has small mechanical parts on her left side of face. She hissed in pain, "It appears I'm badly damaged."

Billy groaned in annoyance, "Great."

"Wait a minute! She's a robot?!" Helen asked in shock.

"Well duh. What do you expect? An alien or mutant? Of course, she's a machine. I built her, based on the girl I've got crush." Billy asked in annoyance. He then looked up and found group of Compudrones are approaching him. He groaned, "Aw man!"

"Need some help?" Ben asked amusingly.

Billy scoffed, "No thanks! I can handle it. I'm gonna show the world that I'm the best and better than you, loser! Armor on!" With the hit of his suit's crest, couple of crimson armors emerged out from the walls. They then formed and merged together with him. He is now in battle suit. He scoffed, "Watch and learn. I'll prove to you that I'm the best."

Ben shrugged, "Be my guess, Billy."

Billy smirked, "Oh yeah! Time to show you guys what 'I.Q. Lad' can do!"

"I.Q. Lad? Worst Supervillain name I ever heard," Kevin remarked dryly and annoyingly.

Jonesy nodded, "Tell me about it..."

Activated his jet boosters, Billy headed straight towards the army of Compudrones. As the mechanical minions began firing and blasting the laser beams at him, he dodged and evaded the attacks as quickly as he can. He then began punching and kicking ten to twelve before firing and shooting his laser shots at the distance and nearby. He also blocked and deflected the attacks. Despite he was able to defeat and destroy them, Compudrones firmly and viciously attack him by slamming their tentacles and even blasting at him.

Billy continued battling and repelling the Compudrones. Team Ben stood there and watched the event firmly and calmly.

"Should we help him?" Julie asked.

"Nah. He can handle it. He did say that he wants to prove himself that he's the best." Ben commented amusingly. He turned and looked at Mazuma, "So, you're a robot? So, how did he make you into this?"

"Yes. I am," Mazuma confirmed, "My master desired a maid, sidekick and love-interest to be there for him. Therefore, he created me to be his perfect assistant and love-interest. He based my facial feature on the girl he desperately yet unrequited love from his high school."

"I'm guessing he doesn't take it lightly," Kevin joked. Mazuma nodded. He scoffed, "Knew it."

Watching Billy struggled to fight and defeat the Compudrones, Rook asked, "So, are we going to help him now? It doesn't look like he's getting better."

"Patient," Tetrax said firmly while counting down, "3... 2... 1... He's gonna say-!"

"HELP ME! Tennyson! Help me!" Billy screamed for help.

"That wasn't so hard to ask for help, wasn't it?" Ben asked amusingly. Billy groaned in anger while battling with Compudrones. As his team arm themselves for the fight, he activated his Omnitrix, "It's Hero Time!"

With the slam on his watch, Ben transformed into a white color armored robotic alien-like with greenish chibi eyes, blue colored chest plate, blackish wing-like jet with red patterns and worn metallic samurai's kabuto helmet-like with golden horns. He landed on the ground. Everyone was in shock and surprised by Ben's new alien.

"Wow. That's new," Gwen commented in surprise.

"Wow! That's something... I'm an alien robot?" Ben said in surprise, "I wonder what does he do?"

"Let's find out," Kevin said amusingly as he touched the wall, turning himself into metallic version, "Time to fight!"

Team Ben armed themselves and engaged the army of Computron at once. Kevin easily punched and knocked most of them. Gwen, in her Lucky Girl, fired her magical spells at them, as well as using magical barriers to protect her friends. Tetrax easily and firmly swung and slashed his shards at them, and even firing his Gatling Shards and Blasters. Julie, as Armorstrike, fought and destroyed the mechanical minions. Rook and Helen teamed up and defeated most of them. Jonesy unleashed his Electrical Bolt, Shock Static and Thunderstorm on them.

As for Ben, he is now using his new alien form, which he find it to be tricky and difficult. All he can do is engage the Compudrons on the battlefield, as well as dodging and evading the attacks. As he was about to punch at them, his right hand began to have some strange effects. A blackish giant blazing fist digitally appeared and emerged together with his hand in slamming at the first Computron's head. He was in shock and surprised by the attack. He spotted two more coming at him from behind. He turned and faced at them. And before he could do anything, twin armored blackish blasters digitally appeared on his hands. He used and blasted his blasters at them. More of them came to attack and engage him. He easily dodged and evaded the attacks before he digitally make another long armored spear for swinging and striking at couple of them. More of Compudrones charged at him. He then turned and faced at them as he digitally summoned powerful cannon-like in firing and destroying most of them.

Ben whistled as he digitally summoned metallic armored claws, "Wow! A robot with some digitized weapons! This is so cool and awesome! Better than being a Lego Man. I am Mecha Bloxx!"

"Mecha Bloxx?" Gwen asked dryly as she summoned some magical spells in blasting and destroying couple of Compudrones. She grunted, "You know your form kinda reminds me of some Anime."

Armorstrike nodded, "Yeah. He looks like Gundam. Should have called Gundam Bloxx or Gundam Digital Armor!"

Firing couple of Compudrones, Mecha Bloxx groaned, "Not a chance, girls. Mecha Bloxx sounds better. Plus, I might making a copyright on Bandai's Action Figures. Don't wanna get sued, you know!"

"He has the point!" Kevin agreed as he morphed his concrete hands into maces. He began swinging them at mechanical minions. He grunted, "I mean companies tended to get mad if someone stole and use their idea. Better make another name with style!"

"Focus here!" Tetrax exclaimed firmly. More of Compudrones continued pouring out from the Dimension 12 Portal. He grunted, "We need to shut down that portal before more coming in!"

"And how are we going to do that?" Jonesy asked in concern.

"Blow it up?" Mecha Bloxx suggested.

"That could create wormhole and destroy the entire town," Rook exclaimed in concern, "And the only way to do that is we need to shut it down!"

"Think you can handle it?"

"Yes, I can. Jonesy, Helen, Armorstrike, I need some cover!"

Jonesy, Helen and Armorstrike nodded firmly as they and Rook moved out at once. They're heading straight to the Dimension 12 Portal's computer. They also began firing and shooting at the charging Compudrones. Mecha Bloxx, Gwen, Kevin and Tetrax continued fighting and pushing them back, as well as helping and protecting Billy and Mazuma.

Reaching to their destination, both Rook and Helen began hacking and working on the portal's computer. Both of them struggled of trying to hack and shutting down the portal as quickly as they can. Armorstrike and Jonesy provided fire covering against the army of Compudrones.

As Mecha Bloxx and Billy have back-to-back for covering fire, the former remarked, "That's a fine mess you've gotten us into. Thanks a lot."

"Oh sure! Blame me again for the bloody mess when it is yours in the first place!" Billy exclaimed in anger.

Mecha Bloxx groaned, "You're really pathetic and stupid, Billy. Always give excuses that you're better than me."

Billy grunted, "Shut up and blow them to pieces. I hate getting killed!"

"Well. I hate to see some friends get killed too," Mecha Bloxx exclaimed in annoyance, "And seriously, I.Q. Lad? For an evil genius, that's gotta be the lamest name I ever heard!"

"Oh! Like you've got a better than mine?!"

"Yeah. Always better than you. Like I've come with a better name for you, 'Whiz Kid' or 'Wits' End' or 'Brain Power'."

"Ooh! I like Brain Power. I want to use that as my name."

"Hey! I didn't say that you can use it."

"Oh yeah?! Why did you even mention it?" Billy demanded in annoyance

"To prove that you're not as smart as you think you are, Billy!" Ben exclaimed in annoyance, "Still the same idiot as always."

Billy groaned in anger, "Why you?!"

"Hey! Fighting the bad bots, not at each other's throat, remember?!" Kevin asked angrily.

Ben and Billy groaned, "Working on it!"

Team Ben did their best to fight off the army of Computron while Rook and Helen struggled hacking and shutting down the portal.

"What's the news?!" Armorstrike asked in concern.

"Working on it!" Rook exclaimed in concern. H grumbled, "Damn it. There's a lot of virus in this system. And it's making me difficult to penetrate and shut down the system. Seriously, what did you do to your own computer?!"

"I put the virus, duh. Making sure that no one use my computer," Billy exclaimed firmly. Everyone glared at him. He groaned, "Well, I didn't expect the Compudrones to turn on me so quickly!"

"So, how on earth can we shut down the portal?!" Jonesy asked in anger, "Or maybe we remove it at once?!"

"Oh for the love of! Do I have to do everything by myself!?" Billy exclaimed in frustration. He armed and fired his laser cannon at the computer. It began static and shutting down. He scoffed, "See? All done!"

"How can you be stupid?!" Rook asked angrily, "You have triggered wormhole now!"

Dimension 12 Portal went static and haywire as it began forming into a wormhole, dragging and pulling machines and Compudrones into it. Team Ben, Billy and Mazuma struggled of holding on the pillars and crates from getting sucked into the portal. All of them were screaming and panicking in fear and concern.

"We need to close or shut down that thing!" Tetrax exclaimed in concern.

"HOW?! The computer fried!" Kevin exclaimed.

Mecha Bloxx looked at his body and hands, "I think I have the idea! Hang on! I'm going in! I sure hope that Mecha Bloxx can do something about it!"

Mecha Bloxx let go of the pillars. He dived and headed straight to the Dimension 12's Computer. Upon touching his hand on the computer, his hand launched some wires to connect to it. The greenish lines spread from hand across it. He yelped in surprise and shock as he felt some static and shock in him. His eyes even glowed in greenish with numbers and data information flowing up and down wildly and crazily. And to everyone's surprise, Mecha Bloxx's glowed in white as he is now changing and transforming into taller yet mature and serious facial of humanoid armored Mecha Bloxx.

Kevin whistled, "Wow! Did he just..."

"Evolve?" Gwen asked in surprise, "I think he did. He must have found the De-Aging Ray Gun. He reversed the effects on him."

"Well, he'd better hurry and shut down that goddamn stupid portal!" Jonesy exclaimed in concern.

The bluish lines slowly changed into red, which gave some crimson electrical shocks surging through his body. Mecha Bloxx grunted and groaned in pain as he was trying to access the computer as well as removing and deleting the virus. His eyes glowed from green to bluish color before shooting the laser out like expelling something out from the system. And at the same time, his reddish lines changed into bluish lines. Dimension 12's Portal got electrified and shocked as it got shut down.

Everything and everyone dropped on the ground hard. Everyone sighed in relief that they're now safe from harm and danger.

"That was close..." Jonesy said in relief, "Nice work, Ben!"

"Thanks," Mecha Bloxx spoke with robotic yet firm voice while giving the thumbs up to his team. He turned and looked at the computer, "Now to reverse everyone back to normal."

Accessing the damaged computer system, Mecha Bloxx has collected the information he needed. He turned and looked at his friends. He digitally summoned the laser ray gun-like as he fired and shoot the beam at all of Team Ben. They're all back to normal age with their clothes becoming big again.

"Good to be back to normal," Julie said in relief.

"Yeah..." Gwen agreed, "It feels good to be a kid again for once."

"Me too. But I prefer this because I can control the electrical powers now," Kevin said happily. He turned and looked at Rook, "Miss that tail?"

"Yes, I will." Rook said calmly. He turned and looked at Helen, who was playfully purring, awing and hugging him happily. He groaned, "I am not a baby, Helen."

Helen giggled, "I know. But I enjoy it, my favorite baby brother."

Billy whistled and cheered out loud, "Oh yeah! Billy Billions has saved the day! I'm the best hero in town!"

Team Ben groaned in annoyance by Billy's self-proclaimed being the guy for saving the day since he is responsible of the mess in the first place.

"After having been the one who doomed it." Rook commented dryly.

Julie sighed, "Billy, if it had mattered to you at all, you could have saved the world a long time ago."

"Not that he's really good at listening," Gwen commented dryly.

* * *

_Later..._

Gwen called the Plumber Reinforcement for pickup. They have arrived at Billions Tower for capturing and arresting Billy and Mazuma. They've been escorting out from the tower while heading straight to the Prison Truck. Team Ben got halted and interviewed by the group of reporters, questioning of what has happen from the inside. Max and his crew marched and moved Billy and Mazuma to the prison truck.

Billy groaned angrily, "It's not fair! It's not fair! I did all the work! I saved the world! And he gets all the credit! Again!"

"Stop whining Billy, act your age." Max said sternly, "You didn't save the world. In fact, you've caused the mess all because you wanted the attention. You never change."

Ben nodded, "Yeah, grow up will ya?"

"You're the one to talk..." Billy remarked dryly and annoyingly. Team Ben and Max looked at him suspiciously. He turned and looked at Julie, "I'm surprised that you don't remember me. I mean we've met before."

"What's that supposed to be mean?" Julie asked suspiciously, "I've never seen and met you before."

"Really? But Ben and his friends do. I'd never forget that day," Billy remarked amusingly, "In fact, he and you got along well when you enrolled into school. You became his best friend, and even join the gang to fight some bad guy and have summer vacation too. You've been in the team before you joined in."

Julie was in shock and confused, "No. No! That can't be right. I met Ben two years ago. I start liking him when we both dated."

Billy scoffed, "Really? Don't you find something surprise and suspicious that he only dated you the most, and not the girls? That is because you're the one he liked since 5 years ago."

Team Ben looked shock and worried that Billy is gonna spill the truth out. Rook and Helen were both confuse. Julie was also uncertain and confusion while thinking of what he has said.

"You're right, Billy. I find something suspicious about this." Julie said firmly. Ben and his friends looked worry and scared. Billy smiled amusingly. She scoffed before holding Ben's hand, "But I trust and love him. And to be honest, something tells me that he and I were meant to be together. I'm glad that we're together. I'm sure he'll tell me about his past."

"Julie..." Ben said in shock and surprise.

And just before Billy could say anything, Kevin kicked Billy into the prison truck before locked it up.

"I think he talks too much," Kevin grunted in annoyance.

Gwen winked, "Thanks, Kevin. The last thing we need is drama."

"Julie, thanks for trusting me," Ben said in relief as he held and hugged Julie warmly.

Julie smiled, "Hey, what are the couples for. But you'll tell me about the past especially our friendship."

Ben nodded before saying nervous and uneasily, "Well, about that..."

"can wait, Ben, when you're not nervous and worried." Julie said calmly. Ben was in shock and surprise. She smiled as she patted him, "Don't worry. I'm a patient girl. But you have to trust me that I can handle myself. I'm not a damsel anymore."

Ben smiled, "I'd never think that. Just stay safe and don't put yourself in danger, Julie. I don't want to lose you again."

"Don't worry, I'll be fine," Julie said calmly as she and Ben gave a long passionate kiss. She smiled, "Count on it. We're couples..."

* * *

After the mission of defeating and capturing Billy Billions, Team Ben return home for rest and relaxation. Julie returned to her home. She is now inside her bedroom. Ship was sleeping soundly and happily. She was looking at the photo frame of herself and the team. She even looked at the picture of her and Ben at Pier Pressure. She can't help but thinking of what Billy has said, and even also has strange feeling that both Ben and her are meant to be together.

"Ben... Were we really best friends from 5 years ago?" Julie asked in concern, "What exactly are you hiding from me? Why did you do it? What are you afraid of?

_END..._

_Review and Suggest..._

**Main Cast:**  
Johnny Yong Bosh: Ben Tennyson  
Tara Strong: Ben Tennyson (Child), Mazuma  
Kelly Hu: Julie Yamamoto/Armorstrike, Ship  
Vyvan Pham: Julie Yamamoto (Child)  
Bumper Robinson: Rook Blonko  
Dave Fennoy: Tetrax Shard  
Phil LaMarr: Young Tetrax Shard, Jonesy McDuffie/Static Shock,  
Ashley Johnson: Gwen Tennyson/Lucky Girl  
Meagan Smith: Gwen Tennyson (Child)  
Greg Cipes: Kevin Levin  
Charlie Schlatter: Kevin Levin (Child)  
Danny Cooksey: Billy Billions

**Minor Casts:**  
Paul Eiding: Max Tennyson, Blukic  
Eric Bauza: Driba, Compudrones  
Juliet Landau: Helen Wheels  
Dee Bradley Baker: Armodrillo, NRG, Wildmutt  
Fred Tatesciore: Cannonbolt  
Dave Wittenberg: Upchuck  
Terrence Stone: Mecha Bloxx

**Author's Notes:**  
1\. Jonesy is back! And he is now donning **_Static Shock_** outfit, this is both honor and tribute to late _Dwayne McDuffiee_.

2\. **_Mecha Bloxx_** is inspired by **_Mobile Suit SD Gundam_** for their own unique abilities and weapons. he'd be perfect for used on hacking abilities. My personal favorite shows is G**_undam Seed, Gundam AGE, SD Gundam Sangokuden Brave Battle Warriors and recently SD Gundam World Sangoku Soketsuden_**. It's better than the **_Lego Bloxx_**. I mean logically that there is no way that guy can actually do some damages to anything or anyone. Even **_Lego People_** like **_Ninjago_** got common sense of using their powers.

I chose **_Terrence Stone_** as this character because he portrayed and voiced a heroic and awesome character **_Zhao Yun from Dynasty Warriors Franchise_**. He's the best and perfect fit for **_Mecha Bloxx_**.

**Details:**  
**_Mecha Bloxx's_** species is _**Guardian Armored Mechanical with Unique Natural Digital**_ or known as **_GAMUND_**. An advanced sentient armored mobile mechanical beings are rumored to be the rare descendants to the Cybertronians from Planet Cybertron. Their birth of creations is unknown and mysterious. History claimed that they are the first explorers and traders for travelling and visiting many planets such as Galvan, Petrosapia, Kineceleran and so on. They're responsible for providing technologies for them to use and built, based on their understanding and knowledge on how to use their weapons. It is said that they're responsible for assisting and building the foundation of Plumbers and responsible for weapons and transports.

The GAMUNDs are indeed intelligent warriors with sentient feelings, but they also have flaws as well. Their strength is mostly used powers for digitally customizing their own unique weapons and use them for battles and engage the enemies. They're also quite strong warriors for combats on space, ground and sea. They also have the ability to hack and control the system, and even purged the virus. They will not be damaged and destroyed by magic powers. Their greatest weakness is the powerful yet dangerous virus that could damage and kill them. They're not invulnerable to mind-control powers. They also require unique energy source for replenish and restore their life and powers, or else they'll be drained and destroyed into pieces. If they're being overloaded by powerful energy sources, they could go mad and destructive as Osmosian and Conductoids.


	3. EP 3: Operation Breach

**Episode 3: Operation Breach**

At Dr. Psychobos's Space Science Laboratory, the mad Cerebrocrustacean Scientist muttered and mumbled angrily, struggling building the new Nemetrix since Khyber has lost the first prototype. The Galactic Hunter was looking and analyzing various alienated hounds, wondering which one is suitable to be his partner. Malware was getting impatient and annoyed as both of them have made no progress and success.

"This is unacceptable!" Malware exclaimed in anger and frustration. He then slammed on the some of computers to pieces. He snarled at Dr. Psychobos and Khyber, "None of you made any progress?!"

"With the lost of my trusted Anubian Baskuur, I was forced to choose a new hunting hound," Khyber snarled dryly while looking at the cages, "And as far as I know of, some of them are too weak and pathetic to succeed the predecessor. Curse that Tennyson. He will pay dearly for killing my old friend..."

"I do too blame that human filth for destroying my Nemetrix as well!" Dr. Psychobos grumbled angrily. He looked through the device. He groaned, "I just finally perfected the first prototype! I had to start from scratch again! And I use the term loosely!"

Malware scoffed, "Excuses. All I heard is excuses."

"I assure you, Malware. I will find and train my new partner," Khyber said firmly and seriously, "He will have the intense training and discipline to become a perfect predator."

Finished inventing the new Nemetrix, Dr. Pscyhobos sighed, "And I am now almost complete this new Nemetrix. The only thing I require is the regulator. Without it, any creatures will not able to control their transformation and powers. It will be very random and wild for them to handle."

Khyber groaned, "Don't remind me. I remember that you did a first test on my pet. It gotten out of control when you forgot to put the regulator in it."

Dr. Psychobos scoffed, "I told you to be patient, fool! And I used the term loosely."

"Well, it doesn't matter. Can you find and get the regulator or not?!" Malware demanded angrily.

Dr. Psychobos groaned as he looked through the computer screen, "Unfortunately, we do not have the stock of regulators, or even some technological shops have one."

"I'm guessing that we have to steal the regulator from Tennyson," Khyber commented.

Malware nodded in agreement, "Agreed. I will deal with. I've stolen the blueprint data of Omnitrix before, I can do it again."

"No, allow me. The last thing I want is someone so foolish and pathetic imbeciles enough to damage it," Dr. Psychobos said firmly. He then walked out at once. He scoffed, "And I used the term loosely."

"Are you questioning my ability?!" Malware demanded dryly and darkly.

"No," Dr. Psychobos said dryly before snickered, "But if we want our revenge on Azmuth, we need our element of surprise to stay in secret. Therefore, I will take care of it. And I used the term loosely."

Malware grunted, "Very well. But do me a favor. When you see that female Mechamorph Warrior called 'Armorstrike', take her blood sample and also her pet's as well."

"Huh? That's quite odd request you have make. Why are you interested of her?"

"Let's just say that there is 'More to Her Than Meets the Eye'. She's no ordinary human. She possessed somewhat unique ability within her. There is no way that a human could merge together with a Mechamorph."

"Curious. But you are right. Mechamorph can form and merge together with the machines, not organic. And he is the living, not the artificial being. It is quite illogical."

Malware nodded, "Yes. I want to find out of how she managed to bond and form symbiosis with the pup. I must know."

"Very well. I will get the sample," Dr. Psychobos said firmly and calmly, "Don't destroy my lab."

Malware scoffed, "Do not concern yourself with this situation. I will not do something foolish when I'm preoccupied with my own project. This project will help and turn her against her mate and friends for good..."

* * *

At the Plumber's Underground Headquarter, Julie and Ship were alone inside the library. She was looking and searching for answers through the computer. Ever since Billy hinted about her being best friend to Ben and him able to remember her, she can't help but wonder if he's telling the truth or not. Ship is accompanying her. The Mechamorph Pup looked worry and concern as he gave her a gentle nuzzle on her finger. She patted him for the moment.

Julie continued her search for answers about her and connection to Ben being best friends. And so far, she found nothing but two years of her relationship with him and recently history. Nothing about her and Ben being best friends.

"Damn it," Julie said dryly, "Why can't I find anything in here?"

"Hey, Julie," Gwen called, scared Julie to turn off the computer. She asked, "Whatcha you doing?"

"Nothing! Nothing at all!" Julie answered nervously.

"Still thinking about what Billy has said to us?"

"Isn't that obvious?"

"Kinda," Gwen said calmly. She patted Julie's shoulder, "Look, Julie, you have to trust Ben. He would never hurt you intentionally. He cared and loved you so much."

Julie sighed, "I know, Gwen. It's just that... What Billy has said to us, I can't help but feel like he was right. I felt like that we've met before, and also meant to be together since he asked me. I... I just wanted to know if we were best friends before."

Understanding Julie's seeking answer, Gwen spoke, "I understand. But if you want the answer so badly, try talk with Ben. And encourage him to talk with you. He'll tell you everything."

Julie hummed in concern and unconvinced, "You think so?"

"I am. If he doesn't wanna talk, I'll make him do so," Gwen said playfully.

Julie smiled, "Thanks, Gwen."

"Come on. We've got sparing to do with the rookies," Gwen suggested calmly, "We have to make the best out of it."

Julie nodded, "You got it."

Julie, Gwen and Ship got up and exited the library. They're heading straight to the training chamber, where the rest of their friends are training and sparring.

* * *

Using the cloaking ship, Dr. Psychobos has managed to slip through the Plumber's Satellites and Space Headquarter. While following and locating the Plumber's Signal, he is flying straight to Max's Plumbing Business Shop. As soon as he landed don the ground, the mad Cerebrocrustacen scientist emerged out from the ship.

"So, this is the Plumber Headquarter?" Dr. Psychobos asked curiously before scoffed, "I expect more than this. But it doesn't matter now. I shall begin the mission. And I used the term loosely..."

Using his electrical telekinesis, Dr. Psychobos levitated and moved couple of giant metallic boxes out. He placed them on the ground. He pushed some buttons on them. The boxes began the transformation into more gigantic yet terrifying mechanical beings. The scientist smirked darkly and amusingly upon looking at them.

* * *

Julie, Gwen and Ship have arrived at the training chamber, where Ben, Kevin and Rook are waiting. They even found Max, Tetrax and Magister Hulka were inside the control room, which allowed them to oversee and control the training chamber.

They turned and found more of new Plumber Cadets including some of familiar people such as Tack, Lucy, Alan, Helen, Manny, Jonesy, Octagon, Rhomboid, a young female Galvan worn the Plumber Suit, a young adult female with brown hair worn her Plumber Suit, a Highbreed Species has a dark yellow-orange skin with dark gray hands and feet and his eyes were a teal color and wearing a Plumber uniform suit and belt with a gun holster.

"Wow. That's whole lot of cadets," Julie commented.

Ben nodded, "Well, Hulka asked us to train and show them of how we handle and adapt the situation if anything goes wrong during the battle or mission. I mean it happens couple of times before."

"Yeah, no kidding. We've seen and dealt with the situation before. And it wasn't easy," Kevin commented.

Gwen shrugged, "Either way, let's try not make things rough and tough on them. The last thing we want is tiring and make things worse."

"Assuming they don't end up like Rook," Ben commented, which annoying and irritated Rook. He laughed uneasily and nervously, "No offense, Rook. It's just a joke."

Rook groaned, "I do not find it amuse, Ben."

"Alright, you yahoos! Better shut it now! Attention" Magister Hulka's voice shouted through the speaker, making most of the cadets stood up straight and firmly. He continued, "Good! Glad to see everyone's up and running with basic protocols! So, why don't you'all introduced yourself to Team Ben? Some of you I personally know and train before. Some of you I don't!"

The cadets introduced themselves while saluting firmly and seriously, "[Manny] Manny Armstrong, Commander of Team Pierce! [Helen] Helen Wheels, Second-in-Command of the team. [Alan] Alan Albright, Private of the team! [Lucy] Lucy Mann, Spy for the team! [Octagon] The name's Octagon Vreedle of Team Vreedle! [Rhomboid] Rhomboid Vreedle of Team Vreedle is at your service! [Jonesy] Jonesy or Static Shock is here to work, sir! [Tack] Private Tack, reporting for duty, sir! [Galvan Female] Sergeant Luhley of Galvan, present! [Human Female] Molly Gunther is here for the service! [Highbreed grunted and snarled a bit] I am Adolherd, eighth son of the Noble Highbreed House of Deralla, direct descendant of the Pure Blooded High Order of Rarsect. Younger brother of the Highbreed supreme, Reinassic III."

"This is introduction, not a storytelling of your life, soldier," Magister Hulka scolded firmly, making Adolherd annoyed and irritated. He continued, "Odd. Where are those two?!"

"We're here, sir!" Cooper's voice called. Everyone turned to their left as they found Cooper and Elena have arrived and entered the scene. They all panted heavily while catching their breathe. He sighed, "Commander Cooper Daniels, at your service, sir!"

"Private Elena Validus is present, sir!" Elena reported firmly.

Hearing Elena's being here, most of Plumber Cadets chatted and muttered about her as they all know about her betraying the Plumbers for her obsession and lust. Team Ben looked worry and uneasy about it as they feared that some of them aren't uncomfortable with it.

"Shut it, cadets! You're here for training, not gossiping and badmouthing about our recruits!" Magister Hulka scolded firmly.

"Hulka's right. The new recruits or their kind may have done terrible things from the past, but now, they're part of the team and forces. So, treat each other as your colleague, your comrade, your brothers-in-arms and your best friends," Max said firmly and calmly. Plumber Cadets have been silenced. He continued, "Now that we have put it aside. We can began the training exercise."

"Today's training exercise is adapting to the situation," Tetrax said firmly, "Changes could happen during your mission and battles by drastically or unexpectedly especially involving enemies cheated way out to win and escape. And so the best way to deal this kind of situation is that all of you must be ready, alert, resourceful and able to adapt to the situation, with everything you've got."

"For example, me," Ben explained proudly and amusingly, annoyed his team. While showing his Omnitrix, he continued, "My Omnitrix may have malfunction, gave me wrong aliens or worse, getting timeout too early; I have to make use of not only my abilities and aliens, but also the surroundings to defeat the enemies."

"And of course, if things gotten out of hands, you have to use your last resort to stop them," Kevin added, "And when I say 'last resort' means that you will take the dangerous action to beat the bad guys when they'll be either pulling the dangerous stunt or winning it."

"But our advise is that we try not to use it, but use the surroundings against the enemies," Gwen continued.

"Without further a due, we can begin the training," Magister Hulka said firmly, "Your objective is to work together and defeat Team Ben. Hope you kids are ready to put your difference aside and work together as a team. Begin now!"

Team Ben readied themselves for the sparring. Ben slammed his Omnitrix as he turned into Wildvine. Julie and Ship formed together into Armorstrike. Touching the ground, Kevin has turned into metallic version of himself. Gwen has transformed into Lucky Girl. Rook armed himself in martial arts battle position. The rest of Plumber Cadets readied themselves for the fight as well.

Tetrax gave the signal. The army of Plumber Cadets charged and engaged Team Ben at once. Team Ben have easily defeated most of them. Ben are now facing Team Pierce. Julie is battling with Elena and Cooper. Gwen is dealing with Luhley and Molly. Rook is fighting off Tack and Static Shock. Kevin is dealing with Adolherd and Team Vreedle.

Alan and Lucy fired their Flame Shots and Mud Shots at Wildvine, who easily dodged and evaded the attacks while launching his punches at them. As he was being distracted dealing with both Alan and Lucy, Helen charged in as she tangled his legs, making Wildvine unbalanced. Manny jumped and slammed on him to the ground. And just before he could finish him off, Wildvine hit his Omnitrix as he transformed into Grey Matter to escape. He then hit it again as he transformed into Big Chill. And just before anyone could do anything, he turned into invisible while unleashing his Ice Beam to freeze them up. While they struggled, Ben hits his Omnitrix to turn into Four Arms as he slammed his punches at all of them to get knock out. He transformed back to his normal form.

Gwen used her magical spell blasts at both Luhley and Molly, who dodged and evaded the attacks while firing back at her. The Anodite Magician used her magical barrier to block and deflect the blasts for the moment before unleash the full powered beam at them both. They both yelped at they quickly moved away from the barracks. They then hid behind the towers before continued firing and shooting back at her. Gwen summoned her illusion spells, creating both mist and illusive clones for them having hard time to deal with her. They continued firing and shooting at most of them. Eventually, Molly used the Gatling Blaster to shoot out the clones until one left in the fog while Luhley used her bolas to tying up Gwen, who dropped to the ground hard. As both Luhley and Molly approached and readied to apprehend Gwen, the latter disappeared in fog. They both were in shock and concern. They got shot and blasted by the real Gwen.

Kevin roared wildly as he easily punched and knocked both Vreedle Brothers. He then charged and engaged Adolherd, who has proven to be strong and fierce for Kevin to beat and knock him down. Withstanding the attacks, the Highbreed thrust and slammed his punch at Kevin to the ground. He then began stomping him for few times. Kevin smirked as he has his metallic back transformed into spikes, which easily poked on the Highbreed's leg to back off and trip to the ground. Kevin grabbed and thrown the Vreedle Brothers straight down on Adolherd.

Adolherd groaned, "How can this happen?! I am the Highbreed! I'm supposed to be superior being of this universe! I am youngest brother to Reinssarig III! I'm supposed to be the strongest as he is!"

"Well, no one's perfect, even your brother. He also admitted he's lost and confused when Ben saved his life." Kevin said calmly to Adolherd. He gave annoyed looks before gave a knuckle punch on Highbreed's head. He groaned, "And also, clean up your 'act of superior being' nonsense and start respecting lesser being like me. Didn't your brother teach you a manners and respect of other beings?!"

Adolherd groaned in annoyance, "Do not speak and treat me like a child, Kevin, Kevin Levin! My brother taught me enough about 'respect'. It must be earned, but given and taken like a toy! And you have not earn yours from me!"

Kevin groaned, "Guess Reinny did teach him about our names... Boy, Ben's real lousy teacher..."

In his Rennovah Kai battle position, Rook armed himself against Tack and Static Shock. None of them have make the move until Static Shock got impatient as he fired and struck his Lightning Blast at Rook, who used Lightning Swift to dodge and evade the attacks. He then struck his Windstom Punch at Static Shock. He turned and faced Tack, who looked nervous and scared of facing him. Rook couldn't help but feel pitiful and uneasy about fighting the weak one that he decided not to attack him. As he approached to the young cadet, Tack quickly launched his elastically head at his head hard. As Rook recovered from the surprise, Static Shock launched the Electrical Bolts at him from back. Rook groaned in pain before falling to the ground.

"C-Cheating..." Rook said weakly and painfully.

"It's not 'cheating'. It called 'adapting'," Static joked playfully, "Besides, we both knew that you're tough to beat with. So, we used our weakness beat you."

"Indeed. My weak appearance gave us the advantage to beat you," Tack said happily. He gave a gentle headbutt on Static Shock's head, "That was an impressive strategy and teamwork, friend. I thank you for your assistance."

Static Shock smiled, "Hey, what are friends for."

Armorstrike is preparing to face off both Cooper and Elena, who is wearing the black motorcyclist suit with with red stripes, yellowish shoulder pads and elbow pads, silver knee pads and blackish Japanese Masked Rider's mask with red horns and greenish visor. They both charged and engaged her firmly and fiercely but Julie blocked and deflected the attacks for few times. She managed to hit Cooper hard. Both Julie and Elena continued their battle with each other for few times.

Unknown to them, the Plumber Human Cadet recovered from the battle. He turned and found both Armorstrike and Elena were fighting and battling each other. He quickly loaded up and armed his blaster at Elena. Armrostrike noticed it. He fired a shot. She quickly pushed Elena aside before she got her left shoulder shot. She yelled in pain before falling to the ground.

"Julie!" Elena screamed in concern as she held Julie up.

As Elena checked on Julie's wounds, everyone was in shock and worried. Cooper turned and glared at the nervous and worried Plumber Human Cadet. He grabbed and checked on the blaster.

"What is the meaning of this?! Why isn't your blaster in stun mode?!" Cooper demanded angrily, "Why would you want to harm Julie?! She's our friend!"

Plumber Human Cadet hissed in frustration before shouted, "I wasn't! I was trying to shoot at that monster!" She pointed angrily at Elena, which shocked the group. He continued tearfully and angrily, "I don't understand why?! Why is she even here?! She's supposed to be in prison, like any of traitors and deserters! She shouldn't be pardoned and forgiven for what she has done especially what she did to her own father! Victor Validus is my hero, and also the guy who saved my life before!"

Elena was in shock yet traumatized by the words. Despite not involving of her father's death, she couldn't help but feel guilty, angry yet sad for letting Nanite Queen invaded and nested in her mind, and also harmed a lot of people including her father.

"How dare you?!" Cooper snapped in anger.

"That is uncool!" Alan snarled angrily.

"No, he's right," Elena disagreed. Everyone turned and looked at her. She continued tearfully yet guilty, "It was my fault from the start! If I had noticed and found out about that bug approached and fused with me, then none of this could have happen! My father would have been alive! I wish I'd never find and agreed with that monster!"

Everyone looked at Elena in shock. Most of her friends couldn't help but feel pity and worry that she hasn't forgive herself for her crimes.

Elena looked down in shame, "I should be incarcerated in prison, not be pardoned and in the team. I don't deserve to be forgiven. I'm criminal."

"Elena..." Julie said in concern.

**_BOOM! _**The alert blared. Everyone yelped in surprise. They're becoming more uneasy and worried that they might be under attacked.

**_"INTRUDER ALERT! INTRUDER ALERT! INTRUDER ALERT! UNIDENTIFIED ENEMY IS BREACHING AND INFILTRATING THE HEADQUARTER! POSSIBLE OUTCOME TO BREACH - HALL!" _**The computer reported firmly and loudly.

Max became worry and uneasy as he spoke on microphone, "Battle position now! Head to the Hall now!"

* * *

Team Ben and the rest of Plumber Officers and Cadets headed off to the metallic Hall, where the breach is happening. All of them are armed and readied with their blasters. Team Ben have activated their powers for battle. And so far, nothing's happening until...

**_BOOM!_** Couple of giant metallic worms emerged and pounced on them at once. Some of them got attacked and injured by the surprise attacks while others retaliated and struck back at the creatures. Unknown to them, Dr. Psychobos, activated her cloaking devices, has arrived and entered the hall. He was watching and waiting for the opportunity to make.

Max and most of the Plumbers including Vreedle Brothers, Tack, Molly and Luhley fired their blasters at the metallic worms. Kevin transformed into metallic mode as he held down the metallic worms, allowing Lucky Girl fired her magical spells on them. Using her speed and agility, Helen charged and knocked most of the worms, allowing Rook and Cooper fired and blasted their blasters at the enemies. Manny, Adolherd and Lucy easily punch and destroyed most of the metallic worms, with the help of blasters. Alan and Static fired both Pure Flamethrower and Electromagnetic Pulse Blast at them. Julie and Elena worked together as they fought and battled against some of them.

"Hang on, guys! I'm coming!" Ben cried. He then readied with his Omnitrix, " It's Hero Ti-!"

"I think not, boy!" Dr. Psychobos exclaimed as he deactivated his cloaking device. He has his giant and smaller claw to grab and hold Ben's hands up, making the latter grunted and struggle. He chuckled, "You won't turning into any alien today. I'll be taking something usefulness from you!"

While holding Ben's hands, Dr. Psychobos used his electrokinesis power to electrocute the hero, as well as removing the regulator out from his Omnitrix before placed it in his pocket.

Ben grunted and struggled angrily, "Let me go, you evil crazy freaky Brainstorm!"

"So be it, imbecile! Since Khyber has such hard time to complete his mission, I will finish you off for good!" Dr. Psychobos snapped in annoyance as he unleashed full power of electrokinesis power, shocking and electrocuting Ben a lot. He chuckled, "And I used the term loosely!"

After blasting couple of metallic worms, both Julie and Elena turned and found Dr. Psychobos is attacking Ben. They both shouted out for his name. They both then fired and blasted their blasters at mutated Cerebrocrustacen, who yelped in shock and surprise as he quickly summoned and activated his force-field barrier to deflect the attacks. Unknown to him, Adolherd roared wildly as he slammed his hands together at the him to the ground. He then got covered by Lucy's firing mud and then burnt and heated up by Alan's flamethrower. The mud became concrete to trap him down.

"BLAST!" Dr. Psychobos exclaimed in frustration by stuttering, "Shouldn't have taken too much of my pleasure on killing him. And I used the term loosely."

The rest of Plumbers have destroyed most of the metallic worms. They all then cheered wildly and happily that they have defend the fortress and won the battle.

"Alright! Shut it!" Magister Hulka snapped in annoyance, "We still dob't know who sent those drones here to attack us."

Max nodded, "Agreed. No one would be able to detect and locate our base easily."

"Magister Max, Max Tennyson! Magister Hulka, Hulka!" Adolherd called. Max and Magister Hulka turned and looked at him. He grabbed and held Dr. Psychobos trapped in concreted coal. He continued, "We have found and captured the intruder!"

"Well, well, well, what do we have here," Magister Hulka said amusingly, "If it isn't the mad troublemaker Psychobos. The nerve of you showing up here."

"You know him?" Manny asked.

"Psychobos used to be Plumber Scientist until recently, he went mad and jealous when Azmuth provided us the Null Void Projector to capture the criminals, and also the Omnitrix as well. What are you doing here, Psychobos," Max demanded firmly.

Dr. Psychobos snarled, "That's Dr. Psychobos to you fools! I tell you nothing! And I used the term loosely!"

"He attacked Ben," Elena reported firmly.

"Yeah. Why would he do that?" Julie asked in concern.

ZAP! Ben's Omnitrix gave some shocking and electrocuting energy, alerting everyone to look at him. They were all in shock and concern.

"That doesn't look good," Alan said in concern.

"Everyone, take cover!" Max ordered.

The Plumbers screamed and panicked in fear as they quickly find some cover from the Omnitrix's energies going berserk and wild. Most of them did it, but some of them got hit by the electrical powers as they began mutating into mutated aliens-like. Max was transformed into mutated Cannonbolt. Rook has mutated into a mutated Upchuck. Gwen has turned into mutated Big Chill. Kevin got transformed into mutated Rath. Tetrax got mutated into a mutated Grey Matter.

As Julie was running to find cover, Dr. Psychobos fired his electrokinesis power in shocking and electrocuting her while using the injector of taking her and Ship's blood sample. She got hit by the beam. She turned into mutated Mecha Bloxx.

As soon as the electrical beams ceased from firing and shooting wildly, the rest of Plumbers emerged out from their hiding place. They all were in shock and surprise of what they just saw.

"This is weird," Mecha Bloxx-Julie remarked in robotic tone.

Rath-Kevin roared, "Not again! Let me telling you something, you stupid evil Brainstorm. Kevin E. Levin doesn't appreciate some idiots messing around the Omnitrix and turned me into some kind of a freak! Seriously, Kevin hates it a lot!"

"I couldn't agree more," Big Chill-Gwen said in annoyance. She turned and glared at Dr. Psychobos, "What the hell did you do to the Omnitrix?!"

Dr. Psychobos remained silent. Driba and Blukic approached and checked on Ben's Omnitrix. After analyzing the problem, they both gasped in shock and concern.

"Oh no!" Driba said in concern, "I know what Dr. Psychobos has stolen! He took out the regulator from the Omnitrix!"

Everyone looked confuse and uncertain. Blukic explained, "Without the regulator, Ben could be randomly turned into any alien. And not to mention, he lost most of the Alien DNAs. This means they could be anywhere, infecting and turning everyone into aliens."

Cannonbolt-Max groaned as he struggled to balance himself, "That doesn't sound good."

"No. It isn't," Grey Matter-Tetrax said in concern. He looked at his size, "With our bodies being mutated into aliens, we'll be having hard time to adjust with them and their powers."

"No kidding. We'll be sitting ducks," Ben said in concern. "Think you can fix it?"

"I'm afraid not," Driba said in concern. He turned and glared at Psychobos, "Assuming that mad doctor is willing to cooperate and return the regulator to us."

Dr. Psychobos scoffed, "I destroyed it, so you will not be a threat to my Nemetrix."

"Guess we know who is responsible of creating the Nemetrix in the first place," Mecha-Bloxx

Blukic nodded, "We don't have the regulators now. But Cooper and Elena can help us by building the new one. Their technopath and nanite abilities should be able to create it. It will be a jiffy to turn everyone back to normal, and get the rest of aliens back into it."

"Alright. We'll do it," Cooper said firmly.

Elena sighed in uncertainty, "I-I will do my best. Not sure if we can create one."

"Well, things can't get any worse," Rook commented.

**_BOOM! _**Everyone yelped in surprise and shock. They turned their heads to the back, where they found the large hole was created on the floor. Couple of criminals have emerged out from the hole. Unfortunately, most of them have turned into various mutated aliens including Dr. Animo as Stinkfly, Clancy as Chromastone, Zombozo as Ghostfreak, Thumbskull as Frankenstrike, Frightwig as Blitzwolfer, Acid Breath is Wrapcrawl, Rojo as Upgrade, Darkstar as Diamondhead, Billy as Brainstorm, Mazuma is a mutated Goop, Fisttrick as Four Arms, couple of thugs, criminals and even Forever Knights.

"You just have to say it," Lucy asked angrily.

"Dude, never ever said that sentence! Everyone knows it's bad luck!" Alan exclaimed in concern.

"My apology!" Rook exclaimed in concern.

"Thanks for giving us some alien powers, Tennyson!" Diamondhead-Darkstar said sinisterly and pleasingly, "We'll put them to some good use. Come, my comrades, freedom awaits!"

Brainstorm-Billy chuckled sinisterly, "I am so gonna enjoy this!"

His accomplices gave out battle cry as all of them charged straight at the Plumbers, who engaged and fought back against the odds. Cooper, Elena, Driba and Blukic moved and led Ben to safe area for them to begin repairing the Omnitrix.

Unfortunately for them, most of the veterans and cadets were easily defeated and thrown off due to the enemies used the alien powers against them. The mutated heroes also struggled to fight in their current forms. Stinfly-Dr. Animo fired his sticky goos to trap the cadets down before knocked them out. Chromastone-Clancy unleashed the hordes of insects to fire laser beams at them. Ghostfreak-Zombozo used phasing ability while punching them. Frankenstrike-Thumbskull, Blitzwolfer-Frightwig and Wrapcrawl-Acid Breath launched their combined powers of lightning, sonic-howling and acid-wrap on them. Upgrade-Rojo stolen and used the weapons against the allies. Diamondhead-Darkstar used both of his powers in slashing and firing the blasts at them. Brainstorm-Billy unleashed his power of electrikinesis at them. Goop-Mazuma fired her Goop's powers against them. Four Arms-Fisttrick punched and knocked them very hard.

"This isn't good!" Cannonbolt-Max exclaimed in concern.

"Tell me about it!" Grey Matter-Tetrax screamed in fear, "How are we gonna beat those guys in our current states?!"

While Cooper and Elena focused their powers in building new regulator with the help of Driba and Blukic, Ben turned and shouted, "Guys, tried use alien powers. Grandpa, you have to rolling ball to bounce and knock them down! Gwen, used Big Chill's ice beam powers. Kevin, go crazy and angry to knock them out. Rook, eat something and spit them out. Tetrax, you have to use your head and own powers to fight them off. Julie, think hard of what weapons you wanna use against them!"

Nodded in understanding, Team Ben returned and resumed their fierce battle. With his intelligence, Grey Matter-Tetrax used his knowledge of aliens' weaknesses against them. Cannonbolt-Max used his ability to roll out in ramming, knocking, bouncing and slamming on most of the criminals. Big Chill-Gwen fired ice beam to freeze most of them. Rath-Kevin went wild and defeated most of them. Upchuck-Rook ate some debris to spit and fire at the enemies. Mecha-Bloox-Julie, using her digital powers, summoned her cutie blue blazing chakrams in defeating most of them.

While Team Ben and the Plumbers were busy fighting off the mutated criminals, Albedo emerged out from the hole. He then approached to Dr. Psychobos.

"Dr. Psychobos," Albedo greeted amusingly.

Dr. Psychobos groaned in annoyance, "Oh great... It's you again... What do you want?! Have you come to gloat?! Don't you want to help you compatriots to escape?!"

"I could, but I won't," Albedo said amusingly, confusing Dr. Psychobos, "You see I know you came to get the regulator for your Nemetrix. In fact, I can provide you and your accomplice some assistance to make your Nemetrix more powerful and stronger."

"And why should I require your assistance?! In fact, my Nemetrix is better off without you and your 'Ultimate' Input. We can handle it just fine, thank you very much."

"I know you want more revenge on Azmuth as I do for what he has done to us. And trust me, I can provide you the knowledge you seek to defeat Azmuth and Ben Tennyson. And also, you are in no position to escape this prison."

Dr. Psychobos groaned, "Very well. How do we attempt to escape this prison?!"

Albedo smirked, "I'm glad you asked."

Albedo activated his Ultimatrix as he transformed into Big Chill. He grabbed and dragged Dr. Psychobos with him as they're heading straight to the walls. where he used his intangible ability to phase through the walls. They both have escaped the prison.

Team Ben and Plumbers have defeated and captured most of the criminals. Cooper and Elena managed to use their powers to create the regulator. They then insert it in Ben's Omnitrix.

"Think it'll work?" Ben asked.

"Let's hope so," Cooper said hopefully, "Try and regain all of aliens powers."

Ben nodded firmly. He approached and aimed his Omnitrix at captured mutated criminals. Instead of firing the laser, the watch gave powerful electrical shock, which turned him into a giant armored turtle-like with multiple legs and a giant cannon on the top. Everyone was in shock and concern.

"That didn't go well," Rook said in concern.

"Great... A giant turtle..." Ben commented dryly and annoyingly, "Seriously. What does guy do than just hiding inside the shell?"

"Well, he has the cannon to fire and shoot, Shellhead," Kevin commented.

Shellhead groaned, "Very funny, Kevin."

"At least, it couldn't get any much worse," Rook commented. Suddenly, the alarm went off, activating the wall turrets to aim at him and his team. Everyone glared at him. He gulped, "My apology again..."

"Take cover!" Max ordered.

Team Ben and the rest of Plumbers quickly hide and take cover. Elena and Mecha Bloxx-Julie summoned and activated the shelters to block the attacks. Shellhead hid his head and legs within the shell. The turrets fired and blasted their laser beams at them. Thanks to armored shell, it was able to block and deflect the blasts back at the turrets, destroying them. Everyone was in shock and surprise by the alien's powers.

"Wow. Definitely, a Shellhead," Ben commented in surprise.

The large monitor screen appeared and revealed a Vilgax in his mutated Swampfire covering his body and Humongorsaur make him much bigger, along with Heatblast-Psyphon, some of the henchmen and drones.

_"Greetings, Tennyson and Plumbers," _Vilgax greeted firmly and calmly, _"I hope you are done with your little toys now."_

"Vilgax?!" Shellhead asked in surprise. He then whistled, "Wow. Didn't think that Humongosaur and Swampfire could mash up with this guy."

"Whatever you want, Vilgax, we will not give in to your demand!" Cannonbolt-Max snapped firmly.

Vilgax chuckled amusingly,_ "How amusing. You'll be fool enough to not give in. In fact, we have taken control of your lower basement now, where your precious Null Void Projector is located. I shall sent all of citizens within Bellwood to Null Void Projector. Trapped for good."  
_  
Cannonbolt-Max snarled, "You're bluffing!"

Vilgax chuckled sinisterly, _"Oh Tennyson. You should know me well. I'd never bluff when I want something. One prison is the same as another...but how will the innocents of Bellwood survive in the Null Void. Your choice, my nemesis."  
_  
Heatblast-Psyphon chuckled evilly, "Yes. What will they think of you Plumbers, who chose not to save them?"

Most of the Plumbers chatted and muttered in concern. They all wondered of what they can do now. They can't afford to let the prisoners get away, but they also can't risk the lives of innocents as well.

"Terrific..." Shellhead said dryly. Cooper took the regulator as he tried and adjusted it carefully. He placed it into the Omnitrix. He transformed into a brownish humanoid mole with small eyes and yellowish mustache worn the dark greenish jumpsuit with black stripes and pants, and his hands are covered by white gauntlets. He groaned, "And how is this mole can do?! It's not like his mustache can do anything."

The humanoid mole in his Plumber Suit made a clear throat, "With respect, Commander Tennyson. Mustache is our weapons to face them off. And we may not see well in distance, we can sniff and smell well especially the danger coming to us. After all, Moletracks are great and initiative trackers."

The humanoid mole hummed as he tried his mustache, which formed into giant hands. He whistled, "I'd be sure to try this Mole-Stache."

"Why are we wasting time?!" Rath-Kevin asked angrily, "Let me tell you something, heroes, Kevin E Levin hates waiting. And one thing I hated the most is letting that jackass getting away!"

"I suggest we take them down by force!" Adolherd exclaimed proudly, "We must now show mercy to the enemies. We must not let weakness defeat us!"

"He's right! We can't let them get away with this!" Manny asked in annoyance.

Octagon and Rhomboid armed and readied with their blasters, "Locked and loaded. We're ready to charge and take them down!"

"What?! Are you crazy, guys?!" Alan asked in annoyance and concern.

Lucy nodded, "You make one move, innocents could get killed. We have to be very careful of what we're doing. Vilgax won't give us the chance, unless we have to do what he wanted."

"Even if we did figure out, we can't defeat Vilgax by ourselves," Helen said in concern.

"They're right. It's too risky," Big Chill-Gwen said firmly.

"We can't just do nothing and let them get away with it," Jonesy said firmly.

Tack hissed, "What can we do? We can't risk the danger."

Cannobolt-Max sighed, "If we only we can small units to the basement, they can shut down the Null Void Projector. And, then both forces can launch the pincer attack."

"That could work, grandpa," Mole-Stache said calmly, "We'll get as much small group to launch the attack. The large units will standby and ready to strike from behind."

"That could work," Mecha Bloxx-Julie said firmly.

"The only way to get through is the air vent. That will lead to the lower basement, where the power connection to Null Void Projector can be found. Tack, Driba, Blukic, Luhley, Jerry, Robucket, Lucy, Leadfoot, Doug Stick, Chortle with me." Upchuck-Rook said firmly. He turned and looked at Mole-Stache. He asked, "Ben, maybe you should sit this one."

"No, I don't." Mole-Stache said firmly. Rook looked worry. He continued, "The bad guys have those alien powers. I know their strength, but also their weakness. You guys need me."

"And of course, Elena should go with them too," Cooper suggested firmly.

"Me?!" Elena asked in concern, "I don't know."

"You sure that's a good idea?" Tack asked in concern.

"I don't trust her," Luhley said suspiciously.

Cooper patted Elena's shoulder, "It'll be fine, Elena. In fact, I trusted you to figure a way to fix a better regulator for Ben to use. Better than two dumb frogs."

"We can still hear you!" Driba snapped in annoyance.

Blukic groaned, "Geez. When will anyone appreciate our effort for once?!"

Elena sighed, "Alright. I'll do my best. Hopefully, the Nanites can help me provide the right materials and function."

"Good. Some of us will stay and keep an eye on the criminals," Cooper said firmly while looking at the defeated criminals.

"Alright. Let's move it out," Mole-Stache ordered firmly.

Mole-Stache and the rest of his small team including Elena, Upchuck-Rook, Tack, Driba, Blukic, Luhley, Jerry, Robucket, Lucy, Leadfoot, Doug Stick and Chortle entered the air vent. They began climbing down straight to the basement. Cooper, Magister Hulka, Vreedle Brothers, Jonesy and some veteran officers remained behind to keep an eye on the defeated criminals. Cannonbolt-Max and others moved into the elevator, standing by the small team's signal.

* * *

Few minutes have passed, Mole-Stache and his team have reached to the ground. They then emerged out from the air vent. They have arrived and entered the chamber, which has the large energy sphere-like Pow Core Contraption Device, which are connected by computers and energy tubes. Upchuck-Rook then led the rest of his team to the computers as they began typing and shutting down the power.

Elena, Driba and Blukic were working on Ben's Omnitrix. They managed to make some tweaks to it. Mole-Stache yelped as he began another transformation. He has transformed into a giant blue monstrous shark with large fangs, giant hands and feet, and his Omnitrix symbol was placed on left shoulder pad.

"A giant shark?" Humanoid shark asked in surprise, "That's something. What does he do?"

"This guy is very slippery. And not to mention, he has strong fangs to chowdown on some materials," Driba explained.

Blukic nodded, "He could walk and trout against Vilgax."

"Yeah, no. N way I'm gonna call him 'Walkatrout'. That name has to be something that can't do anything to fight off the bad guys," Ben commented, "How about I call him 'Sharksharper'."

"'Sharksharper'? Man, Ben. What's with the names to aliens," Elena asked amusingly.

"It's fun," Sharksharper commented playfully.

Suddenly, the power slowly fading and shutting down, causing the Null Void Projector to close down the portal. All of them sighed in relief.

"That takes care of the problem," Upchuck-Rook commented in relief, "Now we find and stop Vilgax before-!"

**_BOOM!_** Sharksharper and his team yelped in concern. They turned to the wall, where it was burning and creating a large hole for Vilgax and his forces to come out now.

"Thank you, Tennyson for doing a dirty work for us," Vilgax said amusingly.

"H-How is it possible?!" Driba and Blukic asked in confusion and concern.

Elena gasped, "The secondary shield...it's connected to the same power core as the Null Void Projector..."

"That means the bad guys got home free!" Sharksharper exclaimed in concern, "That's not good."

"Indeed. We owe this to your father, Ms. Validus. He's responsible for putting the secondary shield together with the Power Core." Heatblast-Psyphon said amusingly. He chuckled, "Your father is nothing but pathetic and failures, just like his daughter."

Elena snarled as she transformed into her heroic mode. She roared as she charged and attacked Psyphone, who just unleashed and fired his flamethrower at her off. Sharksharper helped holding Elena. Upchuck-Rook and the rest of his team came and formed perimeter around them.

Vilgax smirked, "You don't stand a chance against us. Your young cadets are weak."

"Care to evaluate again, Vilgax?" Max's voice asked dryly, alerting Vilgax and his forces to turn back. They found Cannonbolt-Max and the rest of team emerged out from the elevator. He armed with his blaster, "Take them down now!"

The Plumbers and Vilgax's Force gave the loud battle cry as they charged and engaged the fierce battlefield. Cannonbolt-Max and the rest of Plumber Veterans and Cadets began firing and shooting down at the criminals. Rath-Kevin, Adolherd and Manny covered each other's back while punching and knocking most of them down. Lucy, Alan and Big Chill-Gwen combined the power of mud, flamethrower and ice beam into powerful and strong concrete to trap them. Upchuck-Rook and Helen teamed up and faced off Heatblast-Psyphon, who fired back at them by fire shots and flamethrower. Sharksharper, Elena and Mecha-Bloxx are facing against Vilgax, who used both Humongousaur and Swampfire's powers against them.

Sharksharper roared wildly as he charged and rammed against Vilgax as the former took a big bite on the latter's hand. The giant squid alien roared in anger as he readied and slammed his blazing fire punch against the shark-like alien's face for five times. He then grabbed and slammed him to the ground hard. He gave some punches and kicks on the hero's face and chest for five times. Mecha Bloxx activated and used her giant metallic fists in pushing and attacking Vilgax. Both of them continued battling with each other for few times. Elena approached to Sharksharper as she tried to make some tweak on the regulator. She then slammed on the Omnitrix, which turned Ben into a cyan colored skin pixie-like alien with dark purple spiky hair and butterfly flies worn a dark whitish jumpsuit with black stripes, greenish pants and gauntlets-like gloves.

"Geez! A pixie?! How does this guy gonna do?! Put everyone to sleep?!" Pixie-like Alien asked angrily. Suddenly, couple pf criminals appeared and armed with some pipes and crowbars as they're ready to attack her. He screamed in fear as he unleashed the pixie dusts on them. They all yelped in shock before falling into sleep. They groaned and screamed in fear. He whistled in surprise, "Wow. This is no pixie dust. Most like Pesky Dust!"

Elena groaned, "Pesky is the right word."

Vilgax slammed and knocked Mecha Bloxx-Julie to the ground hard. He then unleashed and fired his Flamethrower at her. She yelped as she summoned and used the shield to block and held off the attack. Pesky Dust appeared as he fired and unleashed the dust on Vilgax, trying to put the warrior to sleep.

Rath-Kevin has managed to defeat most of the criminals until something jumped and attacked him from behind. He roared angrily before slammed it to the ground hard. He found Anubian Baskuur growled and snarled at him.

"What are you looking at, stupid dog?!" Rath-Kevin asked angrily. Anubian Baskuur snarled at him. He snarled, "Let me tell you something, Anubian Baskuur Girl! You think Kevin E. Levin is scared of you?! Kevin E. Levin has dealt with your kind and any mutt before in his life. And believe me, if you've met my stupid uncle, you'd be dead and skinned out alive! But for me, I'd fight and tamed you! And I dare you to try, stupid mutt! And trust me, Kevin E. Levin is gonna tame you, girl!"

Anubian Baskuur snarled a bit before howled and roared wildly. She charged and pounced on Rath-Kevin. Both of them started the fierce fight with each other wildly and crazily for few times.

"Wait! That thing is girl?!" Grey Matter-Tetrax asked in surprise.

Cannonbolt-Max shrugged, "Don't look at me! I'd never have a dog as partner before."

Heatblast-Psyphon unleashed full powered flamethrower at both Upchuck-Rook and Helen, who quickly hid behind the crates while firing back at him.

"Fool! You cannot harm me! I am Pyronite! I cannot be harm by mere blasters!" Heatblast-Psyphon snapped firmly and amusingly.

Upchuck-Rook groaned, "He's right. The only thing that can defeat him is that we use water against him!"

"Or sucking the air out from the fire," Helen said in realization, "Cover me!"

Upchuck-Rook nodded as he fired blasters at Heatblast-Psyphon, who is immune to the attack while firing his flamethrower at him. With the Skeletor-Pyronite being distracted, Helen charged in as she created powerful tornado-like around him, making him not only lose fire but also suffocating. As soon as he lost his fire powers, Upchuck-Rook took a bite on couple of rocks before spitted out the greenish blast at Heatblast-Psyphon, knocking him out. Both Upchuck-Rook and Helen regrouped before gave each other a high-five clap.

Pesky Dust struggled of keeping Vilgax to sleep. The squid-like alien snarled angrily as he slammed on the ground, summoning the vines out. They then grabbed and held tight on him. It slammed and swung him on the ground like whacking a doll for few times. And just as Vilgax was about to fire his fire shots, Mecha Bloxx-Julie charged and rammed him straight to the wall. Both Blukic and Driba approached and helped tweaking the regulator before it turned him into a humanoid brownish hawk-like warrior with white mohawk style and razor blades worn sleeveless black jumpsuit with dark greenish lines on sleeveless collars and white lines around his waist.

The humanoid hawk-like whistled wildly, "Oh yeah! Karate Hawk's in the house! Get some karate chop, Vilgeek!"

"Turn as many aliens if you want. It won't change anything!" Vilgax said confidently, "I'm much powerful and stronger than any of them! I even possessed some unique power from the last 10 heroes! Such as this!"

Vilgax's red eyes glowed before blasted out at Karate Hawk, who dodged and evaded the red laser beams seeking and following after him. As soon as he came towards Vilgax, Karate Hawk jumped over him, who got hit and blasted by the blasts. Both of them then engaged a fierce duel with each other for few times. Despite strong and quick, Karate Hawk is unable to defeat and bring down Vilgax, who proved to be strong and powerful for him down. As he tried to give a kick at the squid alien-like, he got grabbed and swung around for few times before thrown straight to the ground. Vilgax then gave some punches on him to the ground hard for few times.

Elena and Mecha Bloxx-Julie looked at each other for the moment. They both nodded firmly. Julie created and combined both Mecha Bloxx and Ship's powers into large armored cannons, followed and merged by Elena's Nanites. They both unleashed powerful blast, which hit and knocked Vilgax out. They then approached and checked on Karate Hawk's Omnitrix.

"Vilgax's gonna creamed me soon if we don't do something," Karate Hawk exclaimed in concern, "And not to mention, my Omnitrix is not fixed."

"I don't know what I can do," Elena said in concern as she took out the regulator, "The regulator is very rare technology to find. If only our communication isn't down, we could have call him and give us new one or at least fix this thing."

"Maybe we can. Elena, we have to work together," Mecha Bloxx-Julie said firmly and calmly, "If we combined our powers, we might be able to create a stabilized regulator for it."

"Think it'll work?"

"Hope so. Let's do this. And hopefully, we can reverse the effects."

Elena and Mecha Bloxx-Julie used and combined the power of Nanites, Mecha Bloxx and Mechamoprh powers, creating the regulator into more armored yet advanced black-white colored regulator with bluish lines. They then placed it into Karate Hawk's regulator. The Omnitrix began to re-calibrated itself before exploding and engulfing himself in greenish light. It then blasted out the laser beams at most of the mutated heroes and villains including the criminals from the surface, turning most of them back to normal.

Psyphon, now a normal human, became scared and worried. Rook and Helen charged and gave a powerful kick, which knock him against the power core tube, which caused the tubes detached and falling upon the Anubian Baskuur. The alienated hound yelped and whined in fear. Kevin jumped and pushed Anubian Baskuur aside before the tube crashed on them. As soon as they recovered, they turned and looked at each other. Instead of hostility, the alienated hound approached and gave him a lick on an injured shoulder of Kevin's.

"I'm okay. Thanks for caring," Kevin commented. He then noticed something odd about Anubian Baskuur, "Man. You must be half-starved and tired. Don't worry, I'll help you out, girl."

Recovered from the attack, Vilgax, awakened from unconsciousness, found himself to be normal and lost his alien powers. He even found the light dimmed down and revealed Ben himself. He shouted in disbelief, "NO!"

"Oh yes. It's Hero Time!" Ben exclaimed proudly as he activated his Omnitrix. He transformed into a muscular Chimera Sui Generis, who worn black and green armor with black shoulder pads with spikes, white knee pads, white demonic gauntlets and black armored boots. He smirked, "Wow! I'm you, Vilgax! Or should I say, 'Gax'? What are the odds?!"

"You dare mock me?!" Vilgax demanded angrily, "I may have lost my powers, but I will not be defeated!"

Gax smirked, "Bring it on, squid-face. Gax is gonna kick your ass!"

Angered by insults, Vilgax roared angrily as he charged and attacked Gax, who firmly and quickly blocked the attacks before fought back. Both of them are equally matched. They then held for the moment. Gax roared as he managed to free himself before give three punches before firing the laser beams out blasted at him, followed by knocking the rest of them. He then grabbed and thrown Vilgax straight at the Power Core Contraption Device, which gave him the electrical shock. Vilgax dropped to the ground.

Gax whistled, "Oh yeah! Who's the best?!"

"Nice one, Ben," Max commented before groaned a bit, "Though I am uncomfortable to see you be him."

Gax shrugged, "It'll rub it off, Gramps."

* * *

Team Ben and the rest of Plumber Veterans and Cadets moved and led the group of prisoners including Vilgax and his forces to the prison cells.

"We'll find a better prison for you. Making sure that you won't get out easily," Max commented.

"Almost everyone is accounted for," Rook reported before sighed, "Unfortunately, there are some have escaped. Dr. Psychobos, Albedo, Darkstar and Billy are missing."

"They've escaped." Magister Hulka grunted angrily, "Slip through our noses. Damn it."

"We'll get them back. You can count on it, Hulka," Tetrax said proudly. He turned and looked at veterans and cadets, "In fact, we should celebrate and congrats the cadets for doing their best to keep the prisoners in. You've done well."

Magister Hulka sighed, "I couldn't agree more."

The veterans and cadets gave the cheers and round of applause of their victors.

"Don't forget Elena. She and Julie managed to fix the regulator and saved the day," Ben added, "Plus, she helped me get six new aliens - Shellhead, Mole-Stache, Sharksharper, Pesky Dust, Karate Hawk and Vilgax's Clone - Gax."

Adolherd roared happily, "Hail Elena, Elena Validus! Hail, the Hero of the Day!"

Plumbers gave another cheers and round of applause to Elena. She was shocked yet amazed and surprised by their cheers, despite what she has done.

"I-I don't know what to say," Elena said in surprise.

Julie smiled and gave her a pat, "Well, how about saying 'thank you'?"

Cooper nodded, "Yeah. We'd never lost our faith in you."

Elena smiled, "Thanks, guys."

"If it makes you feel better and safer from jerks," Octagon said amusingly, "How about me and bro be your team?"

Rhomboid gave a small chuckle, "It'd be fun to have friends."

"Mind if I join in," Cooper asked. Elena nodded a bit. He smiled, "Cool."

"I, too, shall join the team," Adolherd supported, "A squad of redeemers!"

"Team Redeemer?" Elena asked in surprise, "That sounds good."

"Another team, cool," Manny commented.

Ben noticed Anubian Baskuur sitting close to Kevin. He asked, "What's that dog doing out here? Isn't he supposed to be in den?"

Anubian Baskuur snarled a bit. Kevin gave her a gentle ticklish, making her panted happily. He continued calmly, "Don't worry, she's cool. Just don't make Zed angry, Ben."

"Zed? Girl?" Ben asked in surprise.

"Yeah. This alienated dog is a girl, Ben. The female dog is colored blue." Kevin confirmed, "This Khyber called himself to be 'Ultimate Hunter'? What a joke. He can't tell difference between girl and boy from this dog. And the worse thing he did to her is didn't feed her well or even spent some time with her than training and treating her like a tool."

"That's something. Didn't know you like dog," Gwen commented.

Kevin smirked, "I used to play with Torrac's dog. He's kinda cool, but gotta keep him away from damaging Uncle Hector's bike. He loved playing his bike a lot."

"Just make sure she doesn't try to eat me," Ben commented.

Julie sighed, "Well, I'm glad that everything is okay. But we should focus on Dr. Psychobos. No doubt he'll be rebuilding his Nemetrix."

"Indeed. I fear he'll be back," Rook said in concern.

Ben smirked, "Let him try. We've beat Khyber and Nemetrix before. We can do it again."

"Yeah..." Team Ben chatted and nodded in agreement.

* * *

After escaping the Plumber Headquarter, both Albedo and Dr. Psychobos returned to the space station. They have arrived and entered the lad chamber. They found Khyber has chosen and trained new strong alienated hound, which is an dark reddish demonic and armored dog-like with large spiked knife-like, and Malware was looking at the large tube, which contained a blackish goo with red lines slowly formed into a pup-like creature.

"Psychobos, you've returned from your mission..." Malware said firmly and calmly. He then spotted Albedo. He asked, "Ben Tennyson?!"

Albedo smirked while bowed down, "Correction, Malware. I'm Albedo. Just stuck in this pathetic form."

"How interesting. I know you didn't join me without the reason."

"Simple. I provide you the information including the Ultimate Form Input to your Nemetrix. In-return, I want my Galvan Form back and revenge on our hated enemies including Azmuth."

Dr. Pscyhobos groaned, "Which I against it in the first place..."

Malware smirked darkly while looking at the tube, "So be it, Albedo. Assist us with the Nemetrix and creating my daughter. They are the key to turn the tide."

"Working with Galvan. My nightmares..." Dr. Psychobos grumbled in annoyance.

Albedo smiled, "I am honored."

_END..._

_Review and Suggest..._

**Main Cast:**  
Johnny Yong Bosh: Ben Tennyson, Albedo  
Kelly Hu: Julie Yamamoto/Armorstrike, Ship  
Bumper Robinson: Rook Blonko  
Dave Fennoy: Tetrax Shard  
Ashley Johnson: Gwen Tennyson/Lucky Girl  
Greg Cipes: Kevin Levin  
Tia Texada: Elena Validius  
Johnathon Freeman: Dr. Psychobos

**Minor Casts:**  
Kirk Thornton: Malware  
David Kaye: Khyber, Mole-Stache, Plumber Cadet  
Paul Eiding: Max Tennyson, Blukic, Zed  
Jamie Alcroft: Magister Hulka  
Eric Bauza: Driba, Sharksharper, Jerry  
Khary Payton: Manny Armstrong  
Juliet Landau: Helen Wheels  
Alyson Stoner: Lucy Mann  
Zeno Robinson: Alan Albright  
Phil LaMarr: Jonesy McDuffie/Static Shock  
Nolan North: Cooper Daniels, Adolherd  
John DiMaggio: Octagon Vreedle  
Rob Paulsen: Rhomboid Vreedle  
Jim Ward: Wildvine, Shellhead  
David Wald: Vilgax  
Dee Bradley Baker: Psyphon, Big Chill  
Kate Miccuci: Luhley  
Tara String: Molly Gunther, Pesky Dust  
Charlie Schlatter: Tack  
Yuri Lowenthal: Karate Hawk, Gax

**Cameo:**  
Wil Wheaton: Darkstar  
Danny Cocksey: Billy Billions

**Author Notes:**  
1\. I do not own **_Adolherd _**as he belongs to one of my friends and fanfiction writer - **_Shadow-DJ_**, the writer of **_Ben 10 Guardians_**.

2\. Yes. I changed the aliens' names such as **_Walkatrout _**into **_Sharksharper _**because he's quite big and wild than just slippery creature. Instead of **_Kickin' Hawk_**, I make him as **_'Karate Hawk'_** because you're asking someone to kick a hawk. That sounds silly and stupid. I removed **_'The Worst'_** since he didn't do anything much at all. And that's right, folks, **_Gax _**makes his first appearance in this episode.


	4. EP 4: Ghost of the Past

**Episode 4: Ghost of the Past**

Three days have passed since the jailbreak from Bellwood's Plumber Headquarter, Ben and his team continued performing and working their duties to protect Bellwood and other planets, as well as hunting and apprehending the criminals. Gwen and Kevin also helped them since they were still in spring break. There was no sign of Dr. Psychobos, who is responsible of stealing the regulator for his Nemetrix and damaging Ben's Omnitrix.

On Saturday, a special celebration event is occurring at familiar Bellwood Pier that Ben and Julie started their first date. It was called 'Olde Bellwood Days festival'. The festival is filled with food stalls, amusement park, fun and games stall and so on. Ben and his team including Max, Kevin and Gwen are being invited to it. Levin Family, Zed and Sam are also joining as well.

"The Olde Bellwood Days festival..." Max said happily. He sighed, "One of special holidays I've enjoyed the most especially when it's in our hometown. I even get appearance to make some best dishes for everyone to enjoy."

Ben and his team sans Tetrax and Rook groaned in annoyance. Tetrax sighed, "Tell me about it. I loved Max's food. They're the best. No one could best that."

"I agreed," Rook said happily, "I enjoyed Magister's cook a lot. Though I am quite surprise that we were invited to this event, Plumbers don't usually get involved of the holiday events."

"Well, first time for everything," Ben commented happily, "It's awesome that we get to be part of the event. After all, we are the hero especially me."

Gwen sighed in annoyance, "There he goes again. He always does that when someone invite him to join the party."

"Tell me about it. You should be lucky that you didn't invite your parents over here," Kevin said in annoyance while patted Zed, who was smiling and whining happily. He groaned a bit, "Unlike mine, my uncle is gonna mess around me."

"Tell me something I don't know. I hope he's not gonna show to the world about me getting married with Princess Looma. If he does," Ben said in annoyance. He turned and glared at Kevin, "I know whose ass I can kick now!"

Kevin groaned, "Geez. I said I'm sorry. Give it a rest, Tennyson."

"Well, either way, I'm glad that we're in this together," Julie said calmly and happily. She held Ben's hand happily while leaning close to him. She sighed, "This feels like old time, doesn't it, Ben?"

Ben laughed happily while holding her hand, "It sure is, Julie. I'm glad that we're in this together."

Julie smiled, "Me too, Ben."

"Mushy..." Kevin groaned in annoyance. Gwen glared at him. He yelped in shock, "I mean. Not bad."

Gwen groaned in annoyance. She turned and noticed both Zed and Sam sniffed on each other's butts before whined ad barked happily and gently.

"Aw. They became fast friends," Gwen commented in amazement.

"If I'm not mistaken, Sam is a boy, right?" Rook asked curiously, "Perhaps, that he and Zed could be-!"

"Wow there! Bookworm boy!" Kevin snapped in annoyance, "Zed is off limits to any guys especially Ben's!"

"Yeah! And besides, he and Zed are just friends," Ben said in agreement yet nervously. He turned and whispered to Kevin. "You sure that she's a friend, not trying to kill me?"

Kevin sighed, "Relax, Tennyson. She's on our side. I trained and fed her well. She's cool now."

"I hope so..." Ben commented in annoyance.

"Well, can't be worse as crossbreed alien monster," Tetrax commented in annoyance.

Max laughed amusingly and heartily, "Come on, guys. Our host is meeting us at the stage. He said that he's got a surprise for us."

Ben and his team moved out at once, searching and meeting up with the host. They have arrived at the large entertainment stage-like, where they found a teenage boy with black gentle straight hair at age 17 worn reddish sweater with GrandSmith Logo and a tie, beige colored long pants, and business black shoe was standing and talking to a 11 years old and worn a black t-shirt with white lines, greenish hoodie jacket with 10 Badge and dark green cargo pants and black-white sport shoes.

Ben gasped, "Eddie! Jimmy!"

Eddie and Jimmy, alerted by the call, turned and found Team Ben have arrived at the scene. They then approached and greeted their friends.

"You guys made it!" Eddie exclaimed happily.

Ben smiled, "What? Miss this event. Not a chance, man. I'd never miss the charity event like this."

Kevin scoffed as he whispered to Gwen and Julie, "Obviously, he did it to get the attention."

"Obviously," Gwen and Julie agreed in annoyance.

"And these are?" Rook asked while looking at Eddie and Jimmy.

"Eddie is the grandson of my old friend Donovan GrandSmith. They're the owner of the hotels and best at press conference," Max explained, "And of course, Jimmy Jones is Ben 10's number one fan, and also responsible of letting the world knows of his true identity. I don't blame him for that. Just wish we could have done it sooner."

"Well, to be frank, I don't think you can stop anyone from learning his true identity," Tetrax said calmly.

"So, Eddie, what kind of activity that you have for me to show to the crowd?" Ben asked curiously, "I wanna make the best impression that no one would forget. Kids will love it."

Eddie sighed with awkward smile, "Well, I can guarantee that you will love and hate this kind of idea. But mainly, the kids and media will love it that Ben 10 has the compassion and enjoyed the charity event, with his heart and happiness."

"Meaning?" Ben asked dryly. Eddie laughed uneasily and nervously as he pointed at the stage, which has the banner said 'Ben 10 Cosplay Show'. He scoffed, "I don't see anything bad about it."

"Uh, Ben, he wasn't talking about that," Jimmy laughed uneasily. He then pointed at the water dunk tank with target mechanism and has the banner said 'Dunk Ben 10'. He continued in concern, "That is what he was referring to. And it's the first event."

Ben yelped in shock while the rest of his friends snickered amusingly about it. He groaned in annoyance, "Y-You've gotta be kidding me. Who comes with that stupid idea?"

"My assistant's," Eddie admitted sheepishly, "She thinks that 'Dunking Ben 10 in Water Tank' was a good idea, showing that he's not menace or threat to the world and even the kids. And of course, he wouldn't hurt a fly."

"Seriously?" Ben asked in annoyance.

Jimmy shrugged, "Well, would you rather do the comedian? We know that you weren't good at that one."

"That is true, Jimmy..." Ben said in annoyance. He sighed, "Fine. Better hope I'm not gonna regret it..."

"Trust me. You won't regret it," Eddie said calmly, "but for now, go and have some fun now. I need to set the stage up."

Ben groaned in annoyance, "This is so embarrassing."

Julie giggled as she nudged him a bit, "Relax, Ben. It's for charity. And plus, seeing kids cosplay as you being heroes could be fun and cute. Can't wait to see how cute the kids' cosplays are."

Ben hummed thoughtfully, "Yeah. I suppose so. Let's go and have some fun. Meet back here by 1pm."

"Sure. I wouldn't want to miss dunking you," Kevin teased amusingly.

Ben groaned in annoyance, "Very funny, Kevin..."

Team Ben split up to go and have some fun with different stores. Ben, Julie, Sam and Ship headed to the north for their date and fun. Max and Tetrax headed to west, where they can set up the food store. Kevin, Gwen and Zed headed to the east, where they have Anubian Baskuur competed in dog competition. Rook looked around for trying and entertaining various games. Eddie remained behind to supervise the event while Jimmy was taking pictures and interviewing with customers and children about the event.

* * *

In an unknown warehouse, the mysterious teenager was working and checking on a familiar device on the workshop table. He used the welding torch in repairing the damage parts. He also even removed the damaged and security parts, and then inserted new ones into it. He even also checked on computer, which shown the list of alienated predators. A Panuncian was sleeping peacefully and calmly close to his master.

Ever since he has found and stolen the damaged Nemetrix from the last two months, the mysterious teenager spent his time in fixing it, along with adding new alien predators into it. He also even looked at the second computer, which has the security footage and news reports as if he was searching for someone.

The mysterious teenager has succeeded fixing the Nemetrix, which is now in blue color and the symbol was changed from bite marks into silhouette Panuncian's Head-like Symbol. He then attached it to silver dog collar-like. He whistled to his pet, who stood and sat up straight before him. He put it around his pet's.

The mysterious teenager whistled, "Wow. Look at you. You're perfect and ready for action, Leo. All we need to do is wait for him to show his ugly face."

**_BEEP!_** Both the mysterious teenager and his Panuncian turned and looked at the security footage, which revealed Khyber and his new dark reddish demonic and armored dog-like with large spiked knife-like jumped and landed on the small building. They both then jumped to the ground as they stealthily and quietly approached to the pier.

"So, you finally show your ugly mug, Khyber..."

* * *

Team Ben were having great and fun time at the pier. Ben and Julie were competitive yet also having great and fun time with each other over some game store such as squirting the water gun at the Water Hazard Targets, throwing baseballs at the bottles, hammering down on the plank to hit the bell, hammering the mole rats, throwing loop rings on the game cones, trying the bumper ride and so on. Sam and Ship followed and watched over their masters, though often playfully chasing each other around and also eating some food and drinks from the ground.

Max and Tetrax have set up the food store as they begin business and attract the attention, though no one seems to be bother about it. This annoyed and frustrated them a lot. Rook looked around of the amusement park as he began experienced and enjoyed playing the games while collecting the tickets. Kevin and Gwen entered the dog competition, where they cheered and supported Zed to win the competition through beauty trial, performance trial and race. They were also joined by Lara and Hector for supporting Zed.

* * *

By 1pm, Team Ben have returned and regrouped at the entertainment stage, where it was crowded by both parents and children, who are now dressing up at the alien heroes. They all chatted and discussed happily about the event. Eddie was making an announcement to the crowd about the event. Jimmy was busy taking pictures and video on the event, making sure he got all of them.

Ben sighed, "Here goes nothing."

Julie gave Ben a kiss on cheek, "Break the leg, Ben. Don't get nervous and scared."

"I'm sure kids will love you," Gwen commented. She turned and looked at the children dressing like aliens. She hummed, "Seeing the kids dressed like aliens often scared me than the real life."

"Yeah. I won't throw the ball hard to dunk you," Kevin teased amusingly.

"Ha-ha, Kev..." Ben said dryly.

Eddie is about to finish his speech, "And now, without further ado, give it up to our favorite superhero of Bellwood - Ben 10!"

Ben went on the stage, where he make a heroic action pose with readying to slam on his Omnitrix. The crowd went wild and happy.

"Hey, kids! Ready to rock this place?!" Ben asked happily, making the children cheered wildly. He called out, "Come on! Be Echo-Echo! Say it out loud!" As responded, the children especially Echo-Echo Cosplayers cheered out wildly and happily. He smiled, "Alright! It's hero time! Let's get the show on the road!"

"Alright. The first of the event is 'Dunk Ben 10'! Are you ready?" Eddie asked calmly.

The children cheered wildly and happily. Ben approached and climbed to the top of the water tank. He was standing on top of the plank while readying with his Omnitrix. As children came and proposed of the aliens they wanted to see and dunk, Ben turned into any aliens, allowing them did their best to hit the target and dunk has turned into almost all aliens. Though Ben didn't like it very much, he was happy that he's making children smile and enjoy the event.

Team Ben standby and watched the event. Both Gwen and Julie smiled happily to see Ben enjoyed the event. Kevin and Rook snickered to see him get dunk into water tank. Zed, Sam and Ship barked wildly and happily a lot. Max and Tetrax have arrived at the scene to see the event.

"Hey, grandpa. How's the food store going?" Gwen asked.

Max sighed, "Not bad, but not at the best. Some couple of people keep complaining and criticize my cook! They even told me off that there's something wrong with my taste. The nerve of them! I'll teach them a lesson for remarking about my cook."

"They're not wrong," Kevin remarked softly.

"Well, humans are not known to enjoy some strange and different food," Rook said calmly, "But I do enjoy it very much."

Tetrax nodded, "Me too. Nothing can beat that."

"Thanks, guys." Max said calmly and happily.

"Magister Tennyson, there is something I wish to ask," Rook said calmly. Max turned and looked at him. He asked, "Why do they call the town 'Bellwood' especially its celebration in the first place? I'm kinda curious."

"Well, here's the funny thing, Rook," Max laughed nervously. He then pointed at the large wooden sleigh bell. He explained, "In 1683, the town's founder and his best craftsmen crafted the largest wooden sleigh bell, surprising and amazing the world and even the Queen of England herself. And of course, it was hand-carved from solid walnut, it weighs over 3,000 pounds. Because of that, he has gained and owned his own land and town. Henceforth, it was called..."

"Bell. Wood." Rook said in surprise, "That's surprise..."

"You have no idea," Max joked a bit. He turned and looked at Ben got dunked into the water tank again. He laughed a bit, "Looks like Ben's having fun with it."

"I'd sure like to do it," Kevin said slyly.

Hector laughed amusingly, "Well, I can do worse, with lava tank."

Max groaned, "Don't even try, pal!"

"Make me, old timer," Hector snarled.

Lara sighed, "Unbelievable. I wish Devin's around to snap these two numbskulls out from the problem. This is embarrassing and annoying."

"Really? Dad was a mediator to Tennyson and uncle?" Kevin surprisingly asked his mother. She then gave shrugged a bit. He sighed, "Well, just hope that they didn't go too far with their stupid rivalry."

"You and me both, Kevin," Lara agreed in concern.

Ben got back on the plank as he readied himself to transform into another alien and get dunked into the water tank. He found an 11 years-old boy with red short hair worn blue T-shirt with white long sleeves, brown long pants and black snow hat named Dean came to the stage. He gave the order of six alien transformation, then he threw the ball to hit the target and dunk Ben 10 into water tank.

The latest alien Ben has turned into is Humungousaur. The kid hit the target, dunking him into water tank. Instead of a big splash, he was standing still on it.

Dean scoffed, "You're probably just some loser in a cheap costume."

"Uh, kid. You just saw him transform," Eddie said dryly, "There is no way he could have changed into Humungousaur costume. And not to mention, that kind of suit is very expensive."

"Yeah, right. Lame," Dean commented.

"Perhaps. I can make something interesting, Human Child." A familiar voice said calmly.

Dean scoffed, "Oh yeah? I would like to see you try and scare me."

"Not a problem. Look behind you, fool..."

Dean turned and found a gigantic greenish colored and armored Ultimate Humongousaur with spikes stood before him and the crowd. Team Ben were in shock as well. The Ultimate Humongousaur gave the loud roar, causing the crowd screamed and panicked in fear and shock. They all ran off at once. He then grabbed and held tight on Dean in his grip.

"We'll go help the crowd," Eddie said firmly.

Jimmy nodded, "I'll help too!"

"Mom. Get out of here." Kevin commanded. Lara nodded in understanding as she turned and ran off. He turned and looked at Hector, "Uncle?"

"Don't ask me to back off, kid. I'm not your Plumber Cadet. I'm the Big Boss of Ravagers!" Hector said amusingly as he touched on the ground, causing him turn into ground mode. He scoffed as he cracked his fists, "I hate running from the some giant mother% monster at my backdoor. I'm not gonna miss this one."

Kevin sighed, "Obviously..."

Eddie, Jimmy and Lara helped and led the crowd to safety, and also distanced themselves from the fight between Team Ben and Albedo.

"Albedo!" Humongousaur exclaimed in shock, "He's in Ultimate Mode?! How?!"

Ultimate Humongousaur snickered, "I have some friends in high places for helping me out. Not only I repair the Ultimatrix, I restore its true power. Now, I would like to do some beta test first."

Ultimate Humongousaur roared angrily as he threw Dean straight at Humongousaur. Vaxasaurian quickly jumped out from the water tank. He caught Dean in time. He put him down.

"Go! Get outta here!" Humongousaur commanded. Dean nodded fearfully as he ran off at once. Team Ben came and regroup with him. He snarled, "That was low of you for trying to hurt and kill a kid. If you think you can actually beat us with your Ultimate Modes, think again. You can't beat all of us by yourself!"

Ultimate Humongousaur chuckled sinisterly, "Didn't you pay attention, fools? I have friends in high places. Such as Vaxasaurian's Predator is standing behind you."

Team Ben turned to their back as they found Tyrannopede was curling around the stage's tower. It was snarling before giving a loud roar at them. Zed and Sam whined fearfully as they hid behind their masters, feared to face off against him.

"Tyrannopede?! What the hell?!" Humongausaur exclaimed in concern.

"Before you point fingers, Zed has nothing to do with this!" Kevin protested firmly.

"That means Khyber has new hunting dog to play with," Tetrax said in concern, "And not to mention, Albedo is working together with the huntsman and Psychobos."

"I thought I destroyed the Nemetrix!" Julie exclaimed in concern and shock.

"Oh, you did, fools. But Dr. Psychobos and I rebuilt and make new one. And this time, I add new installment to it." Ultimate Humongausaur said amusingly and calmly, "I hope you're ready to meet your doom, fools! Finish them!"

Tyrannopede roared wildly as he jumped and rammed Humongausur straight to the west. Julie and Ship bonded and merged into Armorstrike as she and Rook went and helped Ben to face off the alienated predator Kevin and Gwen activated their powers and turned into Metal Mode and Lucky Girl as they were about to help them but blocked and engaged by Ultimate Humongausaur. Hector and Max were about to go and help them but halted by Tetrax.

"They can handle it. But we need to find and stop Khyber," Tetrax said firmly, "Obviously, he's controlling his new pet. And I fear that Malware could be here as well."

Max gave some thoughts, "He's right. We need to find and shut that huntsman before he could cause more problems to Ben to handle."

Hector shrugged, "Works for me. I'm for a big fight. And I'm gonna win and get that huntsman's head. Gonna show the world that Ravagers are awesome and better than Plumbers!"

Max groaned, "This is not competition, Hector! It's work!"

Max, Hector and Tetrax headed off to find and hunt down Khyber, hoping to defeat and capture him before he could used and commanded his new alienated hound in attacking and finishing Ben off. They brought Sam and Zed along to help them find and defeat the huntsman.

* * *

Tyrannopede continued charging and ramming Humungousaur straight against the Ferris Wheel hard. The large tyrannosaurus-like predator then tried to take a big bite on the Vaxasaurian's head, but got caught and held for the moment. Humongousaur struggled to hold the Tyrannopede's large jaws as it's getting close on him.

Rook and Armorstrike have arrived in time as they fired and blasted their blasters at it from behind, annoying the predator a lot. This allowed Humongousaur to hit his Omnitrix Symbol, turning him into Cannonbolt. He bounced off from Tyrannopede's jaws and grip. He then bounced and slammed on the predator's head a lot. Rook and Armorstrike fired at his face.

"Oh yeah! How do you like that?!" Cannonbolt asked amusingly and playfully, "Got a predator for this guy now?!"

As Cannonbolt continued bouncing and slamming on Tyrannopede, the predator gave the loud roar as he transformed into a gigantic purplish colored armored spider-like alienated predator with giant claws and his tail has the cobra's head-like. The predator used his tail in biting and grabbing on Cannonbotl's rolling mode before slammed it to the ground hard, where it continued slamming and hammering his claws at him down hard.

"Ow! Ow! Ow! Ow! That hurt!" Cannonbolt exclaimed in pain.

"What the-?! New alien?!" Julie asked in shock and concern.

"Cannonbolt's Predator - Arachnaag! That creature is capable to grabbing his preys in his claws, and even can breakthrough and damages Ben's armor! And the worse, it can do is not just webbing, it can laid some traps and used its serpentine's head in poisoning and weakening him," Rook exclaimed in concern. He hissed, "There is no way Ben can survive that attack!"

"No kidding!" Cannonbolt exclaimed in concern as he struggled and hit his Omnitrix. He transformed into Echo Echo. He multiplied himself before unleashed powerful sonic wave at the predator, blowing it away from him. He laughed, "Ha! How do you like that, Cobrantulus?! Wanna try deflect sonic wave at us?!"

Unfortunately, Cobrantulus transformed into a giant blackish-yellowish skeletal bat-like alien with large mandibles, his skeletal body has a large speaker, two pairs of giant and small wings that has black circle markings. It shocked the group. Using his chest speaker-like, he bat-like predator alien unleashed powerful dreadful sonic wave, damaging Team Ben's eardrums. He also used his wings with large rounded marks blasted laser beams on them as well, weakening them.

"W-What just happen?!" Echo-Echo asked weakly yet painfully and dryly like he has a sore throat. he even felt his powers draining including his clones being disintegrating into ashes. He groaned, "I... don't... feel... so... good..."

Rook groaned in pain, "Ska... Skavil... Skavilnis Screech! Echo Echo's predator is using powerful and deadly sonic wave on us. And it's very painful to hear that dreadful screech! Not to mention, its beam is weakening and draining our strength and powers. As soon as we're drained out, that predator is gonna finish us with one swoop!"

Echo Echo groaned, "Aw man... Really hate that Dreadscreech! Got a better idea?"

"Hold on, Ben..." Armorstrike grunted in pain, struggling to transformed her hands into blasters. She then tried to lift her blasters, aiming at her targets. She groaned in pain, "Face the music, bitch!"

Armorstrike blasted her blaster at Dreadscreech's chest-like speaker, weakening him to fly around wobbly and weakly. Echo Echo hit his Omntrix as he transformed into Wildvine. He launched his hands-like tentacles in grabbing and bringing bat-like alien predator down hard. He then threw his seeds-like grenades at it, followed by Rook's firing his Proto-Tool's Pod Launcher and Armorstrike's Missile Launchers at it.

The creature was engulfed in dark smokes. Team Ben ceased their attacks as they have given everything at it.

Wildvine scoffed, "How do you like that?!" Dreadscreech screeched out wildly as he transformed into It revealed a giant monstrous dark purple plant-like creature with weeds-like tentacles and has sharped thorns around its body, which has the carnivorous plant's face and fangs with slimy acid, and also has four smaller heads. He groaned, "I really hate that device. Rook, hit me!"

"As you wish!" Rook said firmly as he gave Wildvine a slap. The latter was annoyed to glare at him. He yelped, "You did say 'hit you', unless..."

"He meant 'give him the knowledge about that monster'!" Armorstrike exclaimed in concern.

"Oh! That! My apology," Rook apologized, "That creature is Death Venomcid! Wildvine's predator! Like him, he can stretched his arms and attacks his opponents, and even launched the seed grenades. To capture his prey, he used his wings to launch and fired his stickiness to trap his foes. And if he gets away, he can use the cobra lily, giving out different kind of stench to lure his prey towards him."

"Great. Venustrapper... Just what I need!" Wildvine exclaimed in annoyance, "Khyber must be nearby to command and change his creature into any kind of predators! How else can he do it?!"

"Just hope our buddies shut him up!" Julie exclaimed in concern.

Rook contacted his allies, "If anyone can hear me, find and silenced Khyber! He's giving us a hard time to defeat his predator!"

Venustrapper screeched out loud as he used his wings and launched sticky goos at Team Ben, who barely evade and dodge the attacks. And at the same time, he also launched his vines in attacking and bringing them down. It even tried to take a bite on them, which almost lost their heads and limbs from the attack.

* * *

Kevin and Lucky Girl yelped in pain as they got thrown and slammed against the food stalls. They groaned in pain, struggling to get up. They're facing the Ultimate Echo Echo.

"Kinda busy here!" Kevin exclaimed in concern at his com link.

"Yeah. Albedo got lots of Ultimate Trick in his sleeves," Lucky Girl said in concern.

"Try you as you might..." Ultimate Echo Echo said coldly. Hitting his Omnitrix, he transformed into Ultimate Heatblast, a muscular and demonically Pyronite with two pairs of large and short horns, giant volcano-like shoulder pads, two gigantic hands-like cannons and giant demonically wings, and his flames is in bright orange colored. He chuckled sinisterly, "You don't stand a chance. Ben Tennyson failed to defeat me in my Ultimate State."

"I bet the differ," Lucky Girl disagreed as her hands glowed brightly, "Lielgabals Aqua Tswnam!"

Lucky Girl has summoned the large pipes from the ground, firing the water cannon-like at Ultimate Heatblast. He roared out loud, causing his body glowed brightly and berserk, unleashing laser beam-like powerful blazing beams of fire against the water. And at the same time, he marched towards her. As soon as he reached his target, he then go berserk and wild in attacking and killing her. She dodged and evaded the attack as quick as she can. Using her makeshift energy stairs-like, Gwen tried to climb up. Ultimate Heatblast roared as he used his volcano-like shoulder pads, firing molten fiery rocks at her. She dodge and blocked the attacks for few times until she got hit from the blasts.

And just before Ultimate Heatblast could finish her off, Kevin roared wildly as he rammed and slammed him straight at the water tank, wetting him off. Kevin began punching and attacking weakened Ultimate Heatblast. He grunted in pain as he hit his Omnitrix, transforming him into Ultimate Ghostfreak, blackish demonically and monstrous yet disfigured Ghostfreak-like with disfigured heads of happy, sad and angry, right giant claw, smaller left claw, spikes over his body, wielding the large flails. Using his angry mask, Ultimate Ghostfreak screeched out loud at Kevin, who yelped in shock and fear by the appearance. Ultimate Ghostfreak swung and slammed his flails at Kevin for three times before slammed him to the ground. Using tentacles to grab and held his prey tightly, he then gave the loud screech while his eyes swirling wildly at the Osmosian's eyes. Kevin screamed in fear and shock like he was having nightmares.

Lucky Girl, recovered from the attack, fired her powerful beam in knocking Ultimate Ghostfreak off. She continued firing and blasting the magical blasts at him. Weakened by the attack, Ultimate Ghostfreak hit his Omnitrix as he turned into Ultimate Chromastone, an armored colorful crystallized knight-like alien, who is levitating from the ground. She quickly fired and blasted her magical blasts at him. Instead of dodging and blocking, the blasts didn't hit and weaken him. Instead, Ultimate Chromastone used his different kind of crystallized powers in hitting and weakening her.

Kevin has recovered from the nightmare attack. Using two giant maces-like, he charged and attacked Ultimate Chromastone for ten times until he transformed into Ultimate Rath, wild and hairy berserk and demonic barbarian warrior with armored gauntlets, knee pads and loincloth. He roared angrily and wildly as he gone berserk and attacked Kevin crazily and wildly.

Lucky Girl used Stingu Invisibus, bringing out multiple rocks from the ground, thrown at Ultimate Rath. She approached and used healing spell on Kevin to full health and power. Both of them turned and facing off the reddish armored Ultimate XlR8, with large wheels on his legs and his hands are armored and sharper claws-like, and even in electrical powering him.

Ultimate XLR8 chuckled, "This is gonna be fun..."

Unleashing his electrical powers and high speed ability; Ultimate XlR8 screamed out wild as he charged and attacked Lucky Girl and Kevin relentlessly and wildly for few times. He also turned into Ultimate Swampfire, Ultimate Spidermonkey, Ultimate Big Chill and Ultimate Humungousaur to attack them both. They both struggled of withstanding the attack. Nevertheless, they have to be strong to defeat him.

* * *

Arriving on the eastern part of amusement park; Max, Tetrax and Hector were searching and looking for Khyber, with the help of Zed and Sam sniffing and searching. Both of them growled and snarled angrily as they ran off at once. Three of them followed the dogs at once.

Upon arriving to their targets, Zed and Sam have located Khyber, who is hiding behind the baseball game stall for watching his new alienated hound turning into Kuwaga, Crabdozer and Slamworm engaging and attacking Team Ben. They both jumped and attacked Khyber from behind, making him yelp in pain and anger. After a brief struggle, the huntsman caught and thrown two dogs to the ground. Max, Tetrax and Hector have arrived at the scene.

"So, my old friend is alive and a traitor..." Khyber commented dryly. He turned and glared at Max and his team. He snarled, "What have you done to him?!"

"I didn't do anything. In fact, unlike you, Kevin takes good care of Zed, and even treat her well," Max said firmly, "That's what owner should do to treat the pet as equal and friend."

Khyber looked surprise about Zed's gender. Hector laughed, "Wow! You really don't know much of your own hound! Some huntsman you turned out to be."

"He's not really hunter, guys. He's a joke," Tetrax taunted.

"Do not mock me. I am the greatest hunter in the galaxy," Khyber said dryly and darkly as he readied with his knife, "Believe me. I do not take this insult lightly."

"Do us a favor. Just shut your damn whistle now!" Hector said dryly.

Khyber smirked, "Whoever said that I'm whistling? All I did is watch my hound's attacking and finishing his preys."

"Quit lying!" Tetrax snapped in anger.

"Take him down!" Max commanded.

Max, Tetrax and Hector gave the loud battle cry as they charged and engaged Khyber, who is retaliating and fighting back against them swiftly and brutally. Tetrax, armed with his crystallized shards, swinging them at Khyber, who blocked and deflected the attack for five times. As soon as the Petrosapien Magister thrust his shard at his former friend's head, the huntsman dodged and tripped him down. Max blasted his Plumber Blaster at Khyber, who dodge and evade the attacks before dashed and gave the uppercut on his chin. Hector roared wildly as he charged and slammed him down. Both of them were punching and rolling around crazily and wildly.

Khyber managed to recover from the attack as he kicked Hector off. And just before he could finish him off, Zed and Sam jumped and attacked him at once. Tetrax, Max and Hector recovered from the attack. They turned and engaged the enemy.

* * *

Rook and Armorstrike yelled in fear and ran off in fear. XLR8 screamed in fear as he too was running. A large Dilophosaurus-like creature with sharp spikes, large spiral spikes-like on his back, twin frills on both sides, his short claws have the large feathered wings-like make a screech noise as it was chasing and hunting down on them. It even spotted some acid slime on them, but hit amd melting the floor and stores.

"This is so uncool! We just escaped Kuawaga, Slamworm and Crabdozer! And now we have spitting dinosaur!" XLR8 exclaimed in fear, "One thing I don't want is that thing spit on on my face! I get acid burnt!"

"It's worse than that!" Rook exclaimed in concern. He yelped as he and his team halted at once. Dilophosaurus-like predator ran very fast and passed them by to the front. He quivered in fear, "He's too fast and cunning too!"

"Any idea now?" Julie asked in concern.

"Turn into something fast and swift," Rook suggested.

XLR8 hit his Omnitrix as he turned into Jetray. And just before Dilophosaurus-like predator could do anything, Jetray flew off at once while blasting and firing his greenish laser beams on the creature from all sides, injuring and wounding him a lot.

"How do you like it now, Speedysaurus?!" Jetray asked amusingly. Speedysaurus make some squeaky noise as he charged and ran towards the walls. He jumped off and fired the acid spits at him. He yelped as he dodged the attack. Jetray sighed, "That was close. Wouldn't want that acid burnt my eyes?!"

Speedysaurus transformed into a gigantic dark bluish-lavender monstrous manta ray-like predator with large electrical antennae, a large mandibles, his wings are made of blades and his tail is long elastic spear-like. The manta ray-like predator make some screech noise.

"Damn it! Can someone shut Khyber up?!" Jetray exclaimed in concern.

Through the Omnitrix Symbol, Max's voice called out, _"Ben! Khyber's not whistling! We're still fighting and holding him at bay. That creature must have somehow transformed into any predator willingly, based on what alien you're using!"_

"That's impossible. The alien dog shouldn't able to turn willingly, unless..." Jetray gasped in shock and concern, "The regulator! That Psychobos stole and insert mine into his new Nemetrix! Not cool!" He yelped when he found Manta Ray-like predator chased after him. He screamed, "Really not cool!"

Manta Ray-like predator gave the loud screech as he unleashed electrical shocks at Jetray, who got blasted and shocked by the attacks. He managed to recover and flew to escape it. The creature gave chase after him while blasting and shooting electrical blasts and even his spear tail-like in jabbing its poison stings at him. Both Rook and Armorstrike tried shooting down on the

"Guys, I need backup! Evil Manta Shock chasing me!" Jetray exclaimed in fear.

"We're trying!" Rook exclaimed in concern while blasting his Proto-Tool's Blaster at Manta Shock, "That creature's body is made of electrical, and feeding off the powers too!"

"Any suggestion?" Armorstrike asked in concern.

"One. Throw me!" Rook suggested, surprising Armorstrike. He sighed, "I need assistance to throw me at that creature, so I can use Stone Cutter on him. And I'm still learning Earth's expression."

Armorstrike whistled, "Got it!"

Armorstrike transformed into Super Armorstrike as she grabbed and thrown him straight at Manta Shock. Rook armed and launched his Stone Cutter at Manta Shock's chest, followed by slamming his Thunderstruck Kick on the creature's top part to the ground hard. Jetray transformed into Big Chill, unleashing ice beam in freezing Manta Ray to the ground.

"Got him now!" Big Chill exclaimed in relief. Suddenly, a creature phased out from the frozen prison. It revealed itself to be a large purplish-grey colored insectoid moth-like creature that has sharp fangs, four legs, two sharp teeth, a dual-stinger on her tail, two antennae on her head, and four wings. He groaned, "Why does Karma hate me?!"

The moth-like predator sprayed the red mist before rapidly flapping its wings, creating the red colored patterns of concentric and overlapping circles at them.

Rook gasped as he covered his eyes with hands, "Close your eyes now! Psycholeopterran is hypnotizing its prey by using its illusion of great desire. Once you got hypnotized, you won't get to escape it and fall into its jaws!"

Luckily, Armorstrike's visor shielded her eyes after transformed back from her Super Mode. She then found Big Chill is flying and moving towards the creature. She gasped in shock as she realized that Ben has fallen for its illusion.

"Ben! No!" Armorstrike shouted in concern, "You have to wake up! Don't let Hypnotick trick you! None of them is real!"

Unfortunately, Big Chill is beyond listening to Armorstrike's plea as he's living in Hypnotick's hypnotize and illusion while flying towards its predator.

* * *

_**Illusion:**_

_Ben found himself at the press conference. He is now facing at the thousands of crowds including aliens, Plumbers, heroes and allies he has known of and even his own team were there. They were all cheering wildly and happily, and even chanting his name. He's not only nervous and awkward, but also proud and happy about it._

_"Thank you! Thank you! Thanks for cheering!" Ben exclaimed happily, couldn't help but feel proud to see everyone appreciate and cheered for him to be their hero. All of his friends and families are here. He then noticed a familiar deceased friend is alive and standing before him. He gasped, "T-Technorg?!"_

_"Remember, Ben," Technorg said firmly and calmly, "Remember of why you became a hero. Remember of what you have done for all and even me, my old friend..."_

_Shocked and surprised by Technorg's appearance and riddle, Ben gave a shock looks, "N-No. This isn't real. It's illusion set by Hypnotick..." He sighed and breathed slowly and calmly, "Remember why I did it. Remember what I've done before..."_

_**Illusion Ended.**_

* * *

And just before Hypnotick could take a bite, Big Chill grunted in pain as he held on his head while covering his wings on his face, struggling and resisting the temptation.

"I maybe want to be famous. But that isn't the real reason why I became the hero," Big Chill struggled and grunted, "I became the hero because I want to help and protect the people and aliens. They can talk bad and good about me if they want. But no matter what happens, I won't give up. And also heroes always do the right thing to do. The right one I want is - keep on fighting and saving the world. So, get your ugly mug off my face, bug-freak!"

Big Chill hit his Omnitrix as he transformed into Four Arms. He charged and slammed his punches at Hypnotick. He gave the loud battle cry.

"He did it!" Rook exclaimed in surprise, "He overcome Hypnotick's temptation!"

Armorstrike sighed, "Thank goodness. I thought we've lost him."

Four Arms approached as he was about to finish Hypnotick. The moth-like predator transformed into a bulky olive green creature-like with a distinctive row of spines reaching from their heads to the bases of their necks, has a single large spike on the top of the head, an even larger dorsal fin on its back, has wide gills along the bottoms of its necks, as well as narrow red eyes. It roared out loud.

"Are you kidding me?! Four Arms' Predator?!" Armorstrike asked in annoyance.

Rook hissed, "It is. It's very strong and deadlier predator for Ben to handle. It can even rip its prey apart. And also, it can travel on sand to ambush its preys. Good thing we're not on desert or beach!"

"Great. My natural predator..." Four Arms complained, "Bring it on. Give your best shot, Sand Ripper! You don't have sand to hide and attack me!"

And just before Sand Ripper could jump and attack him, a large Scorpodrake appeared and rammed him off. It shocked Team Ben.

"What the heck?!" Four Arms asked in surprise, "Where did that Scorpodrake come from?! Why save me?!"

"I have no idea," Rook admitted in concern. Scorpodrake turned and looked at him and his team. He yelped, "I think he's hungry!"

"What are you doing?!" The mysterious teenager shouted as he climbed down from Scorpodrake's back, "Get a move on, pal!"

"Okay! Who are you?! Is that the Nemetrix your pet's using? How the heck did you get it?" Four Arms demanded.

"No time, Tennyson! You've gotta move and get back to your truck now!" The mysterious teenager exclaimed in shock.

"My truck? Why?" Rook asked in confusion.

Four Arms gasped in shock as he transformed back to Ben. He snarled, "It's the diversion! They're distracting us on purpose! They're after something from your truck."

"What?!" Rook asked in shock.

"Damn it!" Armrostrike said in concern.

Sand Ripper grunted in pain, recovering from the attack. The mysterious teenager turned and faced at the Four Arms' Predator. He took out the compass-like device. He twisted the dial before slammed on it, turning Scorpodrake into Kuwaga. Both of them charged and started the brawl at once.

"Go now! I'll hold the huntsman's pet off!" The mysterious teenager shouted firmly.

"Why are you helping us?" Ben asked suspiciously.

"Because I want that huntsman. He knows what I'm looking for." Mysterious teenager said firmly, "Get going. I'll take care of his pet!"

Team Ben nodded firmly. They turned and headed off to Rook's Proto-Truk while the mysterious teenager commanded and lead his Kuwaga to fight off Sand Ripper. And at the same time, Rook contacted his allies.

"This is Rook Blonko! We've got the situation!" Rook exclaimed in concern through his headset's microphone, "The fighting is the distraction! Their real target is my truck! Head there now before it's too late!"

* * *

Lucky Girl unleashed powerful Mercuta Verditis at Ultimate Echo Echo, damaging and wounding him a lot. Kevin charged before jumped and slammed his maces on him to the ground. They received the reports as they couldn't believe in their ears of what they just heard. They turned and found Ultimate Echo Echo disappeared. They even sinister laughter.

"Yes... This is merely distraction." Albedo's voice said darkly and amusingly, "We have what we need now..."

Lucky Girl and Kevin hissed in concern. They quickly headed off to the truck at once.

* * *

Khyber groaned in anger as he thrown Sam at Max to the ground. He then punched at Zed's guts. He charged and slammed both Hector and Tetrax to the ground. Max and his team received the reports from Rook. They were in shock and surprise.

"Him again. I should have know it was him stolen the first prototype," Khyber snarled angrily, "No matter. It's over now..."

Khyber ran off at once. Tetrax grunted as he tried to give chase, but halted by Max. The old man continued, "We've got bigger fish to fry with."

Tetrax groaned, "Alright. Move it."

Max and his team quickly moved out at once. They're heading straight towards the Proto-Truk at once, hoping everything's alright.

* * *

As soon as Team Ben arrived at the car park, Rook approached and checked on his Proto-Truk. And just before he could open it, something rammed and opened the door, knocking Rook to the ground. Ben and Armorstrike readied themselves for the fight. The creature revealed itself before them.

Ben gasped in shock and disbelief, "No... It can't be..."

"Ben, what's wrong?" Armorstrike asked in concern.

"Malware..." Ben said in fear, "You're alive..."

"It's been a while, Tennyson. I see you're still a scared little boy. You haven't change." Malware scoffed. He turned and looked at Armorstrike. He chuckled amusingly, "Ah... Her... So, you decide to let her join your crew. How touching..."

And just before Armorstrike could do anything, Ben held and moved her back. And at the same time, he was quivering and shivering in fear while glaring fearfully and angrily at Malware.

"S-Stay away from her! I won't let you harm her!" Ben snapped in anger, "I will protect her if I have to give up my life."

Armorstrike was in shock and concern to say, "Ben?"

"Like how you protected your Detrovite friend?" Malware chuckled amusingly and darkly, "How pathetic. Do not persuade me. You do not want to repeat the mistake again like how you harm her..."

Traumatized by the word, Ben quivered and shivered in fear and shock, reminded by the event that he almost hurt and kill Julie when he was 12. Malware looked up and found the rest of his teammates have arrived and entered the scene. They were in shock and concern of what they just saw. The crimson Mechamorph turned and ran off at once.

Rook grunted as he slowly get up, "Damn that hurt. Who was that?"

"Is that Malware?!" Kevin asked in shock.

Gwen was in shock and worried to ask, "How is he-?!"

"I don't know. But we're going to finish him once and for all. Rook, check inside. Malware must have took something. Gwen, Kevin, Grandpa, Hector, Tetrax, Zed, we're going in." Ben said firmly. He turned and looked at Armorstrike, "Julie, stay here."

"What? Why?" Armorstrike asked in shock and confusion.

"I don't want you get hurt especially from that monster."

"Ben, you don't have to worry about me. I can handle it. Whatever Malware can do, I'm not afraid-!"

"Well, you should be!" Ben snapped at Armorstrike, who got shocked and surprised by his temper. He continued seriously, "Stay put and protect Rook! You are not allowed to follow and assist me to deal with Malware! That is an order! Do you understand?!"

Armorstrike was shocked by Ben's temper as she hasn't seen him like that since Captain Nemesis and Ultimate Kevin incidents. Ben and his team headed off at once as they're chasing after Malware.

"Ben. You don't have to hard on her." Max said calmly, "And you know it's not your fault."

Ben sighed while showing regret looks, "I know. I don't want to see her get hurt. Never again..."

* * *

Escaping the pier, Malware was running straight into Bellwood Downtown, blasting and shooting down on both vehicles and town blocks, and even scaring the citizens. He continued running as fast as he can. Suddenly, the flames hit on the ground, shocking the crimson Mechamorph.

"You're quite a stubborn monkey," Malware snarled dryly. He turned and looked back. He found Ben in Swampfire, readying with his blazing fire. Team Ben have arrived as well. He scoffed, "And I have warned you not to follow me."

Swampfire snarled, "I don't care. I'm gonna to do what I should have done. Burning you to hell!"

Malware scoffed, "Try me, monkey."

Swampfire screamed in anger as he charged and launched some punches at Malware, who swiftly and quickly dodged the attacks. Max gestured his team to form perimeter, preventing the crimson Mechamorph making an escape. Max, Hector and Tetrax armed and aimed their blasters. Lucky Girl and Kevin readied with their Mercuta Verditis and armored mace.

"No matter what happen, do not let that monster get away!" Max ordered firmly.

Hector groaned, "You know I'm not the Plumber."

"Just do it, will ya?!" Max snapped in annoyance, "You know what that monster's capable of."

"Fine," Hector groaned as he combined both silver and red metallic forms, and also armed with sword and mace. He muttered, "I'm gonna kill this son of a bitch for stealing my Tachyon Canyon from last year! That was supposed to be the biggest buck to sell!"

"He what-?!" Kevin asked in shock, "Why didn't you tell us about this?! We could have stopped him and his Nemetrix in time!"

"And you think care about the Plumbers?" Hector asked in annoyance.

Kevin groaned, "Uncle, I am so pissed with you for the big mess!"

Malware fired his Tachyon Cannon at Swampfire, who dodged down from the blasts for ten times. He roared in anger as he launched a punch at him by face before swung multiple punches on chest. Malware roared in anger as he grabbed and slammed Swampfire to the ground. He thrown him at Lucky Girl, who levitated and thrown him at the crimson Mechamorph. Kevin, Hector and Tetrax did the same thing by throwing and launching him to strike a punch at him. Malware quickly grabbed and held him to the ground. And just before Malware could fire his Tachyon Cannon, Swampfire then unleashed powerful flamethrower, burning him alive.

"It's over, freak! This is for Technorg!" Swampfire screamed in anger.

"BEN!" Armorstrike called out.

Team Ben yelped in shock and concern. They turned to their back, where they found Armorstrike is coming towards them.

"Whats she doing here?!" Kevin asked in concern.

"Julie, no!" Swampfire cried in fear and concern, "Get out of here now!"

Armorstrike hissed, "No, I'm not! I'm going to help you!"

Malware smirked siniesterly as he quickly formed into liquid form. He charged straight at Armorstrike. Lucky Girl noticed his movement towards her.

"Julie, look out!" Lucky Girl shouted in concern.

And just before Armorstrike could do anything, Malware moved behind of her as he emerged from the ground while forming into solid form. He then grabbed and held her on his right claw. And at the same time, his black ooze with red crack-like lines began spreading across and engulfing her body, causing electrical static on her. She screamed in pain while struggling to escape his grip.

"Julie, No!" Swampfire shouted in fear.

"Well, well, what do we have here? I wonder who is inside this living Mechamorph Armor?" Malware asked amusingly.

Malware has his left claw to pierce through Armorstrike's armor. He began slowly pulling and tearing Julie out of the Mechamorph Armor, causing both her and Ship to scream in pain. Both of them got split. Team Ben were alerted and worried by the situation. They have to find a way to get her out from him.

"My, my, it's a little girl and the Mechamorph Pup. It seems that you both share an interesting symbiotic relationship." Malware said amusingly. He dropped Julie to the ground. He then looked at weakened Ship. He continued, with a sinister smile "Not anymore!"

Malware tightened his grip on Ship, electrifying and shocking him. It began draining and weakening him into a petrified-stone-like appearance, much to everyone's including Julie.

Julie screamed, "Nooooooooooooo!"

Malware dropped the petrified state of Ship to the ground before Julie. She grabbed and held the Mechamorph Pup while crying tearfully with sorrow.

Swampfire screamed in anger as he was engulfed in blazing flames. He charged straight at Malware, who remained calm and still. The red Mechamorph armed and aimed his blaster at fearful Julie, causing Swampfire to stand still. Everyone yelped in shock and concern, though vigilant and armed with their weapons and powers.

"Your choice, hero. Me? Or her?" Malware asked sinisterly and darkly.

Swampfire hissed in anger as he has hated Malware and also wanted to kill him. Instead, his flames went off to cool himself off. The last thing he wants is to hurt and lose Julie again. He and his friends stand down at once.

"Good... Good... Unfortunately, there's been a change of plans," Malware said calmly. He turned and interestingly glared at despaired Julie. He smirked, "I intend to take her with me. Her symbiotic relationship with Mechamorph Pup intrigued me. I intend to learn more about this. It is impossible that human and Mechamorph would be able to bond and merged into a warrior, unless one of them is not the biological creature. I must know about this."

And just before Malware could grab her, someone slide through to grab and push Julie from him. It revealed Rook himself to hold her tight on him. And at the same time, the mysterious teenager and a gigantic Merchamorph leech-like creature with purple lines emerged from the ground. It then make some screech noise before swung and slammed its tail at Malware to the side. The leech creature screeched as it unleashed powerful purplish energy beam at him, wounding and injuring him further. Team Ben joined in and began fired their blasters and powers at him.

Malware grunted in anger as he dodged and evaded the attacks, with the help of his Tachyon Cannon. Spotted the petrol station behind them, he fired at one of petrol tank, causing it exploded and knocked down both Team Ben and Mechamorph Leech-like creature. Malware headed off at once and make the escape at once.

After the brief skirmish with Malware, Team Ben is taking a breathe from the fight. However, the damage is done. Julie cried tearfully and hurtfully as she was holding and hugging the petrified form of Ship. Swampfire transformed back into Ben. He shown guilty and regret looks as he lowered down to give a comfort and warm hug around his girlfriend. Team Ben sighed in defeat while looking down as they too feel guilty for unable to stop Malware in time.

* * *

Team Ben returned to the Bellwood Pier for rest and recovery from the surprise attack. They're now at the car park, where Rook still parked his damaged Proto-Truk. Ben managed to call and brought Azmuth to their location, so he can helped restore Ship back to life.

Azmuth was checking and re-calibrating his device, making sure it's functional to restore Ship back to life. Ben was hugging and comforting scared Julie. Max and Gwen were there, making sure that they're both alright. Tetrax and Rook were checking on the Proto-Truk. Lara approached and gave Kevin a warm hug as she was glad that he was alive and alright. Sam and Zed sat down quietly while looking at the scene. Hector was smoking calmly and happily. The mysterious teenager was leaning against Leo the Panuncian's back for resting and waiting. Eddie and Jimmy have arrived at the car park. They brought some food and drinks for Team Ben to take a bite and drink.

"That was one very intense battle I ever seen since dealing with evil alien plant," Jimmy commented in concern. He smiled proudly while showing off his camera, "Good thing I've taken many pictures. Everyone will definitely love it!"

Eddie sighed in annoyance, "Not the time, Jones. Brought you a lunch. Hope everyone's okay."

"Thank you, Eddie," Max thanked Eddie. He turned and looked at Tetrax and Rook, "How's the Proto-Truk? What did Malware take?"

"Difficult to determine." Rook admitted in concern before glanced at the damaged computer and its keyboard, "He did not take any weapons or equipment. But a section of the main memory core was destroyed, along with some of the auxiliary power systems."

"You're lucky he didn't turn your whole truck into dust." Max said in concern and suspiciously, "But this is very unusual. Whenever there's any technology lying around, he would just take and merged them into him. What could he be up to?"

Tetrax sighed, "I don't know. But it's not over..."

"Agree..." Max said in concern. He turned and looked at Ben, who is holding Julie close to him. He asked, "How is she?"

"She's fine. Just traumatized," Ben said in shame.

Gwen used her Healing Spell on Julie's wounds, "And her wounds aren't serious. Just scratch."

"I'm so sorry," Julie apologized in guilty. Ben turned and looked at her in shock. She cried tearfully, "I disobey the order, and went after you. When I saw you looked scared and angry, I was worried and scared that you might do something stupid or getting killed. I-I couldn't..."

"It's not your fault, Julie. You did what you think it's right. Helping and protecting your teammates." Ben said calmly, "I'm sorry for yelling at you. I didn't want to risk your life to save me and beat him. I couldn't bear to lose you."

"I understand, Ben. But who was he? Why is he different?"

"He's a corrupted and psychopathic Mechamorph monster. It's something that you must never want to fight and deal with him especially letting Ship go near to him. I thought I've defeated and killed him for good."

"But how is he able to come back alive?" Gwen asked in concern.

"I don't know..." Ben admitted in concern. He then clenched his fists, "I bet Psychobos is responsible for his comeback. No doubt that Malware's back for revenge."

"I agreed. He's still want my death for 'betraying and failing' him. I have to return to Galvan Prime for making preparation. I fear that he'll destroy my home again." Azmuth said in concern and feared as he's armed and readied his device. He fired it at petrified Ship, restoring his life. He sighed, "There you go. Ship's back to life."

Ship barked happily as he jumped and nuzzled Julie. She then hugged and held tight on her Mechamorph Pup. She cried tearfully.

"Thank goodness, you're alright, Ship. I'll never let anything happen to you again." Julie said tearfully and hurtfully while holding tight on Ship. She tearfully thanked Azmuth, "Thank you, Azmuth."

"I'm glad to help, Young Yamamoto," Azmuth said calmly. He turned and looked at Ben, "You have to tell her about the true past. The longer you wait, the regret and guilt you're going to have. Don't make the same mistake as mine."

Gwen nodded, "He's right, Ben. Please do it soon. Julie has to know why you did it."

Ben sighed, "I know. I will tell her soon. Just give me time. I... I don't wanna rush and scared her."

"Do it soon," Azmuth said firmly. He turned and looked at the mysterious teenager, "And you are?"

"The name's John Regginald. This Panuncian named Leo." John introduced himself and his pet casually. While petting his pet calmly, he also then shown his compass and Leo's Nemetrix Collar. He smiled, "And you were wondering about how I get the Nemetrix from Khyber?"

"Yeah. Wanna tell us?" Kevin asked suspiciously.

John smiled, "Happens two months ago. When his ship crushed down, Leo and I went to checkout and salvage what we're looking for. We get the damaged Nemetrix for our own. We repaired and made it our own - the Wildtrix."

"Wildtrix? Sounds original..." Gwen remarked sarcastically, "And do we know that you're not working for Malware."

"Sounds suspicious..." Rook agreed in concern.

"Relax. I don't work for those psychopaths. I don't even know about this crazy Malware or his stupid scientists. But I do know Khyber. He's the one I wanted." John said dryly and darkly, "He's the one, who's gonna pay for what he has done to Leo and his family. I also after someone he worked for. I had hope that you can help me."

Azmuth hummed suspiciously, "I'm not interested in your revenge. But I do require your assistance to defend my home. No doubt that Malware and his forces would come to our place soon."

"No problem. Think I could get the Omnivoracious?" John asked playfully.

"No," Azmuth answered dryly, which annoyed and disappointed John.

"Hey," Dean's voice called. Ben and his team turned and found him approaching them. He shown regret and upset looks. He was accompanied by his father. He continued. "I was being kind of a jerk to you before, but you saved my life from the evil Humongausaur. I, um, I just want to say, you know, thanks and stuff."

Ben smiled calmly, "Don't mention it. It's what I do."

Dean passed a chocolate and strawberry cupcakes to Ben and Julie, "Thought you guys need them. Hope you'll be okay, Armorstrike."

Touched by Dean's generous, Julie gently took the cupcake for herself to eat, "Thanks, kid."

Ben nodded while getting his, "She'll be fine. Thanks."

Dean smiled in relief. He and his father turned and headed off at once. Though Team Ben is unable to stop and defeat Malware in time, nevertheless, they have saved and protected Bellwood Pier and the people. That's the important to do.

"What should we do now?" Ben asked Azmuth.

Azmuth sighed, "All we can do is be prepare and ready for his invasion. I have no doubt that Malware will unleash his fury and destruction on me, my world, and anyone for getting in his way for achieving his ambition..."

_END..._

_Review and Suggest...  
_

**Main Cast:**  
Johnny Yong Bosh: Ben Tennyson, Albedo  
Kelly Hu: Julie Yamamoto/Armorstrike, Ship  
Bumper Robinson: Rook Blonko  
Dave Fennoy: Tetrax Shard  
Ashley Johnson: Gwen Tennyson/Lucky Girl  
Greg Cipes: Kevin Levin  
Paul Eiding: Max Tennyson, Zed, Ultimate Spidermonkey  
David Kaye: Khyber

**Minor Casts:**  
Vin Diesel: Hector Levin  
Pamela Adlon: Lara Levin  
Scott Menville: Jimmy Jones  
Vic Mignogna: John Regginald  
Sam Riegel: Eddie GrandSmith  
Kirk Thornton: Malware  
Dee Bradley Baker: Dean, Sam, Echo Echo/Ultimate Echo Echo, Big Chill/Ultimate Big Chill, Ultimate Chromastone, Jetray, Swampfire/Ultimate Swampfire  
Jim Ward: XLR8/Ultimate XLR8, Wildvine  
Fred Tatesciore: Leo, Humungausaur/Ultimate Humungausaur, Cannonbolt  
Steve Blum: Ultimate Heatblast, Ultimate Ghostfreak  
Richard McGonagle: Four Arms

**Cameo:**  
Travis Willingham: Technorg  
René Auberjonois: Azmuth

**Author's Notes:**  
Behold. The mysterious OC named **_John Reginnald and his Panuncian named Leo_** belongs to **_Gemking_**.


	5. EP 5: Unsung Heroes

**Author's Notes:**  
Before anyone could ask, I am not back to continue the **_My Little Pony: Mystic Series_** yet. I am still on break from it. And of course, this episode is just a crossover between **_Ben 10 and MLP_** only. And also, I have some other plans for Julie Yamamoto to deal with her traumas of seeing Ship get petrified by Malware.

But be warned, this episode will be much darker, dramatic and painful than before. Be prepare for the darkest path you're reading. Sorry for the long wait because I've been busy with Chinese New Year stuffs.

* * *

**Episode 5: Unsung Heroes**

Since the attack on 'Olde Bellwood Day' event, things have become different and uneasy. Gwen and Kevin have returned to Friedkin University. Team Ben continued patrolling and hunting down for Malware and his accomplices while saving the day from villains, without Julie and Ship. They both were resting and recovering from the psychopathic Mechamorph's attack and almost kidnapped, though often summoned to assist their teammates. However, there was no sign of Malware and his accomplice.

Three weeks have passed, there's been a robbery at the university, involving of two certain individuals stolen Gwen's personal item. She called her friends to help her out to find and capture the thieves, and also retrieve hers back. Eventually, they have located the thieves and the stolen item.

Nearby the Friedkin University, Team Ben was battling and engaging with some thugs and also two familiar enemies at the warehouse. Billy, in his Billion Armor, is engaging and battling Ben in his Mecha Bloxx form and Armorstrike. Rook and Tetrax faced off Mazuma. The team also were fighting off the thugs as well. Though outnumbered by the enemies, Team Ben managed to defeat most of the thugs at ease while swiftly and fiercely defeat Billy and Mazuma, who struggled to fight back.

Inside the warehouse, Darkstar was looking through the spell book as he was about to use and activate the spell on the Teleporter Pod. Sensing someone or two behind him, he sighed in annoyance while cracked up his neck a bit.

"Kevin Levin. And Lovely Gwen..." Darkstar said calmly yet amusingly. He slowly turned to his back, found Lucky Girl and Kevin in his Ground Mode. Zed was snarling and glaring at him. He smirked within his mask, "I shouldn't have expected that you two would be able to-!"

Kevin thrust the punch at Darkstar's mask to the ground. He scoffed, "Dude. Just shut up for once."

"And also, even if you're able to access to Ledgerdomain, Charmcaster is still pretty mad at you for lying and breaking her heart," Lucky Girl said firmly and calmly. She levitated and moving the spell book towards her, "And also, I would like to have my book back now."

Darkstar grunted in anger. He quickly blasted his Dark Energy Blast, knocking out Lucky Girl, Kevin and Zed out. He quickly grabbed the book at once.

"No! I won't be denied! I deserve it!" Darkstar exclaimed in frustration. He turned and glared at Teleporter Pod. He began chanting, "It belongs to me! I must have the power!"

"Dude! Would you get over your stupid obsession with magic powers?!" Kevin asked in annoyance, "It's only get you killed more than turning you into ugly mug!"

Lucky Girl groaned as she summoned her magic powers to hold Darkstar's down, "Give it up, Michael! Now!"

Darkstar screamed in anger, "Never! I almost there!"

Finishing up his chanting, Darkstar's body glowed in dark purple colored glow. He fired his beam at the Teleporter Pod, causing it activated and revealed the entrance to Ledgerdomain.

Darkstar exclaimed in relief, "Yes! Now I can finally enter that domain!"

**_BOOM! _**Darkstar, Lucky Girl, Kevin and Zed turned to their back. They found Rook and Tetrax held and grounded both Billy and Mazuma down. Ben, as Spidermonkey, and Armorstrike charged straight at Darkstar. They were about to attack him at once.

Darkstar broke himself freed from the energy prison. He then fired his dark energy beams in electrocuting and trapping all of Team Ben. Billy and Mazuma got up from the ground. They began gave some serious beating on the team.

Billy chuckled happily and crazily as he gave some punches at Spidermonkey, "How do you like it now, Ben?! How does it feel to be a loser?!"

Spidermonkey groaned, "Just shut up, Monkey!"

Billy screamed in anger as he continued punching at Spidermonkey's face, "Stop giving me the wrong name!"

"You will not stop me this time!" Darkstar said proudly, "I am almost there now!"

Armorstrike grunted in pain as she armed and aimed at Darkstar, "Think again, freak!"

And just before Armorstrike could fire, she saw something behind of Darkstar. She saw 'Malware' snarling and readying to grab her. She gasped in fear before screamed out while firing her blaster crazily and fearfully at everything. This shocked and scared everyone to move away and dodge the attacks at once. Spidermonkey quickly punched at Billy's face, knocking him out. Tetrax and Rook grabbed and slammed Mazuma to the ground hard. Lucky Girl fired her magical blast at Darkstar, knocking him down, allowing Kevin to punch and hold him down

Unfortunately, during her guns in blaze, one of her blast has hit the Teleporter Pod's top core. This caused it to go shocking and haywire like it's about to explode. The portal to Ledgerdomain disappeared before forming into a black hole-like, sucking everything and everyone in it.

"You fool! Look at what have you done?!" Darkstar exclaimed in anger, "You are sending us to oblivion!"

"Sorry!" Armorstrike apologized in fear.

Spidermonkey howled, "Everyone, hang on!"

Everyone screamed in fear as they all tried to grab and hold on something heavy and strong objects. But instead, most of them got pulled and dragged straight into the portal. Tetrax fired his shard at Teleporter Pod's wire to cutting off the power. But he was too late as the rest of Team Ben, Darkstar and Billy got sucked into the portal before shutting it down.

"Master Billy?" Mazuma asked in concern yet damaged.

Tetrax was in shock and concern, "No... I'm too late..."

* * *

Arriving to the strange yet dark forest; Ben, Gwen and Armorstrike descended and slammed on the ground, knocking out unconsciously. They all got separated from Kevin, Rook, Zed, Darkstar and Billy.

"Hey, are you alright? Wake up, please," Timid voice asked in concern.

Ben grunted, "I'm okay. Just a headache. Thanks for asking. So, who-?!"

Ben was interrupted upon looking at the cyan colored insect-like pony called Ocellus and a young lighter brown Pegasus with brown-blonde long mane and tail, and her cutie mark is duel card deck - Bella Anime. Both of them were worried yet curious upon looking at him. To Ben however, he screamed in fear, scaring them both off. He quickly moved away from the creatures before got his head bumped on tree trunk.

"Ow! That really hurt!" Ben grunted and grumbled while rubbing his head, "Okay! I hit my head hard. I would like to wake up now! Hopefully, I'm in Kansas, not in Oz!"

"What's with this guy?" Bella asked in confusion.

"I have no idea," Ocellus admitted in concern, "Though I don't know about these places either."

"Must be Human's cities or something," Bella suggested. She then noticed Ocellus is approaching to worried Ben. She yelped while holding her back, "Ocellus, are you crazy?! Don't you know what that thing is?!"

"Of course, I know. It's a human. I just want to help him."

"Ocellus, come on, everyone knows how dangerous the human can be. And it's best not to go near him. Or maybe, we should kill him."

"Bella! That is cruel and brutal! We're not supposed to do that to defenseless creature like her."

"Aw come! You're not seriously gonna fall for his tricks. Trust me, Ocellus. Humans like him are very dangerous, deceptive and manipulative Dreathis. And it's best that we get out of here and leave him and his friends to die."

"No. I'm gonna help him." Ocellus said firmly. She turned and approached to Ben, who looked nervous and worried. She shushed a bit while raising her hoof up, "It's okay. We're just trying to help."

Though Ben was uncertain and uneasy about it, he nevertheless grabbed and held the pony's. He stood up gently while dusted off his shirt. He spoke, "Thanks for the help, horsies."

"Actually I'm a Changeling while she is Mystic Pony, not horsey. There's the different," Ocellus corrected calmly, "I'm Ocellus. And that's Bella."

Bella waved and greeted uneasily, "Hiya..."

"Where am I?" Ben asked in concern while looking around of his surroundings.

"Well, you at the most dangerous and unnatural area called Everfree Forest." Ocellus explained, "And this place is called Equestria."

"Wait!? Did you say 'Equestria'?" Ben asked in surprise. Ocellus nodded in confirmation. He continued in surprise tone, "It can't be..."

Interrupted by someone's moaning like waking up from their unconsciousness, Ben turned and found his friends slowly getting up. He approached and checked on them, making sure they're alright.

"Gwen! Julie! You guys alright?" Ben asked in concern.

"Yeah, I'm alright," Julie said calmly. She then noticed behind of Ben. She found Ocellus and Bella standing and waiting. She squealed happily, scaring them a bit. She then grabbed and hugged both of them happily and wildly while exclaimed out loud, "Oh my gosh! Who are these cutie smoochie animals? I'd never have seen them before in my life!"

Ship groaned and snared angrily yet annoying at seven creatures, who were nervous and uneasy. Ben laughed uneasily to see him get mad. He patted the Mechamorph Pup, making it meowed calmly.

"Please tell me that the Dreathis did not call me 'cutie'," Bella asked in annoyance.

"Bella, stop it," Ocellus scolded Bella, "She's being nice. And we should be helping and comforting, not against them."

Bella scoffed, "Whatever..."

"Ben, I hate to ask. Where are we?" Gwen asked in concern.

Ben smiled uneasily, "Would you believe the 'Land of Magical Ponies'?"

Gwen was in shock and surprised, "N-No way... We're in Equestria?"

"Yeah," Ben nodded in confirmation. He turned and looked at Student Seven. He asked, "Hey, think you can help us? We need someone's help. Someone I think you know of."

* * *

Kevin, Rook and Zed groaned in pain as they slowly getting up from the ground while recovering from the fall. Three of them got separated from Team Ben during entering and falling into new dimension.

"Man, that really hurt." Kevin grunted while patting Zed's head gently. He looked around of his surroundings an isolated downtown with no one around, "Where the heck are we? I have the feeling that we're not on Earth."

Checking on his gauntlet's scanner identifying the world, Rook yelped in concern and fear, "I-I'm not sure. My scanner is unable to identify the planet or city. I believe we've been transported to another dimension."

Kevin sighed in annoyance, "At least, it's not Ledgedomain again. We've gotta find them now. Just hope things couldn't get any worse!"

"Stop where you are, intruders!"

Kevin and Rook yelped in shock and concern. They then looked around and found themselves to be surrounded by the large army of purple colored armored ponies and large hairy brutes, aiming their swords, spears, pikes and blasters at them. Zed yelped and whined as she hid behind Kevin's back. They both raised their hands up in gesture of surrender.

"The situation has become much dire..." Rook said in concern, "And of course, I believe this is phrase I should use - 'You jinx it'."

Kevin groaned, "Terrific..."

* * *

In an unknown yet strange realm, both Billy and Darkstar got themselves trapped at the advanced golden decorated and futuristic metropolitan capital city-like, filled with cloudy clouds surrounded the street. Billy was sleeping yet lying down on the ground. Someone approached and gave a hard kick against his guts, making him yelped and woke up.

"What was that about?!" Billy demanded in annoyance.

"Get up now, idiot. This is not the time to sleep," Darkstar snarled a bit. He then looked around of his surroundings. He hummed in concern, "We have to move now."

Billy grunted as he slowly get up, "Why? Isn't this Ledgerdomain?"

"No, it is not. We're on another dimension, thanks to Tennyson and his friends' interference!" Darkstar groaned. He screamed in anger before firing his Dark Energy Blasts at the sky, "Damn it! My plan is ruined again! I'll never gain my true power again!"

Billy groaned, "Damn those losers. So, any idea where are we going?"

"Unfortunately, I have no idea," Darkstar answered in uncertain yet frustrating tone. He then looked at the city carefully, "If this is metropolitan city, then that means there should be science laboratory. They might have the teleporter pod to help us get off this realm."

Billy scoffed, "Then, let's move it now!"

"You're not going anywhere, intruder..."

Billy and Darkstar got alerted as they turned to their back, where they found golden armored ponies armed and aimed their blasters at them. They even found couple of steel armored elite pony-like warriors, and one of them has a long crimson spiky mane and short tail worn a yellowish Chinese Emperor's robe around his greenish armor and has metallic wings.

* * *

Ocellus and reluctant Bella helped guiding and leading their human friends to Ponyville Town. Before they could march and enter the town, they gave Team Ben some hooded cloak for cover their faces and bodies.

"So, why are we using the hooded cloak for?" Ben asked while putting the cloak around him.

"Well, let's just say that ponies and many creatures have never seen humans before," Ocellus explained before nervously continued, "And of course, Mystic Ponies got issue with them. It might scared them, Mr. Tennyson."

"Drop the 'mister'. It makes me like an old man. Just call me 'Ben'. " Ben commented annoyingly. He sighed, "Alright, let's do this. Just hope Twilight's in the castle."

Gwen nodded, "Me too, Ben. Hopefully, she has the spell that can teleport and transport us back home."

"Speaking of 'she', how did you know Headmare Twilight?" Bella asked suspiciously.

"It's a long story," Ben answered uneasily with a soft laugh.

While Bella and Ocellus led Team Ben to the Castle of Friendship, Ben and Gwen narrated the story of how they met and teamed up with Twilight against Hex and Charmcaster. Both of them were amazed and impressed by the story especially Ben able to turn into various aliens, though they were skeptical about him turned into aliens or saving the universe billion times.

"I don't know. That sounds stretchy..." Bella remarked sarcastically, "Comparing you to Mystic Ponies, you are no close strong or powerful as us."

Ocellus nodded, "I have to agree with her. I don't believe that you actually have saved the universe 'billion times'. It's kinda exaggerating."

"Aw come on!" Ben protested in annoyance. He then shown his disappointed and upset looks with tears in anime style, "That is very cruel of you to say that. How can Mystic Ponies be better than me?"

Gwen giggled, "Wow. Looks like you've been roasted, Ben."

"Eeyup." Julie agreed calmly, "That will teach you a lesson for not being modest."

Ben groaned in defeat, "Thanks a lot..."

"Well, you have to find a way to prove us that you're real deal. Too bad, there isn't one, Dreathis," Bella remarked sarcastically, which annoyed Ocellus. Suddenly, an explosion has occurred ahead of them. He groaned, "Oh great..."

Ben smirked, "You want demonstration? It's Hero Time!"

* * *

Tech laughed evilly and sinisterly as he was leading the army of new and improved silver armored Techbots with strong claws and powerful arsenal of blasters and missiles. They were attacking and destroying some parts of Ponyville Town's city and residents; causing the ponies to scream, panic and run in fear from the battlefield.

"Oh yeah! You all better run! You all better hide. Coz Tech's coming after you now!" Tech screamed happily and wildly. He then laughed amusingly, "Tech, Emperor of all Evil and Best Demon Generals of all!" He then shrunk himself down with worried looks, "Just hope my boss doesn't hear that part, otherwise, I'd be in big trouble."

"Oh yes, you are, buddy." Ben said confidently, scaring and alerting Tech a bit. He turned and found him and his team stood before him. He smirked, "We're gonna kick your ass. So, why don't you give up now, and we won't hurt you."

Instead of showing scared of worried, Tech laughed out loud in amusement and wildly. This shocked and confused Ben and his team while annoyed Ocellus and Bella.

"Oh yeah. That really scares him, hero..." Bella said sarcastically.

Ocellus sighed, "Because humans aren't truly a threat to Mystic Ponies because they considered them to be the lowest and weakest specimen of all."

"Thanks a lot, pals..." Ben commented sarcastically and annoyingly.

Tech sighed, "Yeah. You really think you can beat me? Think again, loser. You're just some stupid and weak humans, who thinks they can beat the gods. Yeah. I'd like to see you try and kick my ass, losers!"

Students Seven were worried and scared for their new Human Friends, who seem remained confident and calm, despite Tech make the threat and insults to him.

"Dude. If you think you're the first 'god' I have to fight, think again," Ben said proudly and confidently, with a smirk, "And trust me, pal, you don't scare me easily. You're nothing but mama's whiny little boy."

Tech snarled, "Who the hell do you think are?!"

Ben smirked, "Why don't you try and find out, Mama's Boy?!"

Tech screamed in anger as he activated his backpack, revealing blasters and missile launchers. He fired them out, heading straight at Ben. Ocellus and Bella panicked and hid behind the crates to avoid the blasts.

Ben smirked as he readied and activated his Omnitrix before engulfed into black explosive smokes. Ocellus and Bella yelped in concern and fear for their new friends.

Tech scoffed proudly and amusingly. And just before he could do anything, something blasted out and almost hit him by face. He barely dodged the attack. He looked back and found something shocking and scary for him to see. He found Eye-Guy, Lucky Girl and Armorstrike stood before him. Ocellus and Bella were surprised as well.

Techbots blasted off and charged straight at Team Ben at once. Some armed with swords, spears and shields. Others readied and blasted their blasters at them. Team Ben smirked a bit as they charged and engaged them at once. Eye-Guy used all of his eyes in shooting out his lasers at them from all direction. Lucky Girl and Armorstrike fired and blasted their magical orbs and blasters at the Techbots from distance. And at the same time, they also combated and defeated the Techbot Warriors, though they did cause some damages to properties and items.

After a fearsome fight between Team Ben and Techbots, most of the mechanical drones were defeated and destroyed. This shocked the world of what they saw, and still they couldn't believe it either.

"No way... He really turned into monsters. Those girls turned into some kind of magical and mechanical beings?! They defeated Tech and his Techbots?!" Bella asked in shock and surprise.

"No... It couldn't be..." Ocellus said in shock and surprise yet realization.

"Still think I'm loser?" Eye-Guy asked cockily. Tech quivered and shivered in fear before launched his arsenal at him. Eye-Guy hit his Omnitrix, turning him into Chromastone. He managed to absorbed the blasts into him before firing it back at the missiles. Tech was about to fly away but he managed to shoot him down. He approached and stomped his left foot on his chest, "Gotcha, loser!"

Tech screamed, "Please, don't hurt me! I bruised easily!"

"Is it me or does he sounds like Billy?" Julie asked curiously.

Gwen shrugged a bit, "He sure sound like one, but he doesn't act like Billy. This guy's too cocky and whiny like mama's boy."

"Well, it doesn't matter. We win," Chromastone said confidently.

Suddenly, everyone heard the alarm blaring out loud. Some ponies hid inside their residents while others were hiding behind the walls and damaged properties to see the event. Ocellus and Bella remained at the same area.

Team Ben looked around of their surroundings, spotting couple of armored ponies charging to the battlefield, followed by the armored tanks, armored walkers and flying armored gunships arriving to the scene. They all armed and readied their weapons, surrounding both Team Ben and Tech.

"Friendship Guards!" Ocellus exclaimed in relief and surprise.

The hedgehog emerged out from the armored tank. He approached to the scene, "This is Lieutenant Grubber! What's causing the ruckus here?!"

"Caught the bad guy for you, chief," Chromastone said calmly while pointed at defeated Tech. Grubber gestured the soldiers to apprehend Dark Mystic Pony. He smirked, "No need to thank me. Just doing a hero job."

"Hero's Job?! You kidding me, blockhead?!" Grubber asked in annoyance. He pointed at Chromastone, "You and your buddies are under arrest too!"

Chromastone and his friends gasped in shock and concern. Both Ocellus and Bella also have the same reaction as well. They've been arrested?!

"What are you talking about?!" Gwen asked in concern, "Why arrest us?! We've helped beaten and caught the bad guys for you, you know!"

Armorstrike nodded, "Yeah! We didn't do anything wrong!"

"I wouldn't be sure of that, humanoids!" Grubber said firmly while pointed at the damaged properties, "Look at the mess you make! You guys did worse than the Mama's Boy! Arrest them now!"

Chromastone grunted as he armed and readied himself for a fight, "Wait! I don't wanna fight you! Let us explain first!"

"Well, you can explain this when you Humanoids get into the prison!" Grubber snapped firmly, "Get them now!"

Friendship Guards approached and readied to apprehend Team Ben. Chromastone hits his Omnitrix as he transformed into XLR8. Using his high speed ability, he charged and disarmed most of the guards' weapons and blasters, and even shutting down the military transports. He brought all of weapons and keys in front of Grubber.

The hedgehog yelped in fear and shock. And just before he could do anything, XLR8 grabbed and held Grubber up.

"I could have easily taken you and your buddies out. But instead, I removed all of your weapons and keys," XLR8 said firmly, "Now, you're gonna help me find someone I need to see."

"Put my lieutenant down, Humanoid Lizard," The calm yet angry voice spoke.

XLR8 turned and found magenta scarred pony has entered the scene, along with metallic armored ponies holding and bringing the strange armored cages of Kevin, Rook and Zed.

"Tempest!" Grubber called.

Spotted Kevin and Rook trapped inside the prison cages, XLR8 groaned, "Let them go now, so I'll let him go. I don't want to fight."

"No..." Tempest said firmly yet calmly, shocking XLR8. She readied with her electrical powers within her broken horn, "We don't negotiate with enemies like you. But I have ways to make you stand down."

And just before XLR8 could do anything, Tempest fired her electrical magic at the cages, causing powerful shocks to Kevin, Rook and Zed. This alerted and shocked him and his team!

"NO! Stop it!" XLR8 snapped in anger.

"Kevin, use your power!" Lucky Girl shouted in concern.

Kevin groaned and screamed in pain, "I CAN'T! This stupid cage did something to me! It somehow stopped me using my powers!"

"Agreed!" Rook exclaimed in pain, "I couldn't penetrate it out too!"

Tempest smirked, "These are Obsidian Cages. They immune to your powers and prevented them to be used against it, unless powerful force could pierce through it. I doubt you have the power to free them." Team Ben grunted in anger. She continued with sincere, "I will let them go if you stand down and surrender to me now. Or else, my power will continued to destroy them for good."

XLR8 groaned in anger and fury. And just before he could do anything, he was halted by Lucky Girl and Armorstrike. They shook their heads, gesturing him that its not worth the risk. He hated losing but knew what they meant. He put down Grubber, who ran and hid behind Tempest's back. They all stand down at once, powering down their powers. They revealed their true species to the ponies.

"What the-?!" Grubber asked in shock.

"More humans..." Tempest snarled a bit, "I don't know what you all doing here, but I can assure you that none of you are welcome to this realm. Not after what you have done to us from the past! Arrest them now! They shall be judged by Mystic Council!"

Team Ben yelped in shock and concern. Friendship Guards were about to arrest Ben, Gwen and Julie. Bella and Ocellus were in concern and scared as they have to do something to stop the fight. The quickly moved to protest and defend their newfound friends. Suddenly, a familiar lavender Alicorn and five colorful ponies have arrived at the scene.

"What is going on around here?!" Twilight demanded firmly.

Grubber yelped in surprise, "Princess Twilight!"

"Twilight?!" Ben and Gwen asked in surprise.

"Princess Twilight, what are you doing here?" Tempest asked seriously, "I told you that I have the situation under control."

"I know," Twilight said calmly, "But when you reported me about the humans are here in this realm, I have to come and see it with my own eyes."

"Hoowee! This town must've got hit by the tornado," Applejack commented calmly, "Think the humans did it?"

"I certainly hope they're not dread off as the history claimed them to be." Rarity said in fear and concern.

Fluttershy sighed, "Rarity, that is very rude to jump into conclusion without even asking and understanding the situation."

"Yeah! Thanks for not trying to think me did it!" Ben agreed firmly.

Twilight and her friends turned and looked at him curiously. She asked, "Do I know you? You kinda look familiar..."

"You mean you don't remember?" Ben asked in shock, "It's me, Ben. You know, Ben Tennyson? And this is Gwen."

"You know them?" Rainbow asked curiously yet suspiciously.

Pinkie nodded, "Yeah. They seem to know you a lot.

Twilight hummed in concern, "I'm still not convinced."

Ben grunted a bit of disappointment. He gave some thinking of how he can convinced Twilight that he was her friend. When he looked at his Omnitrix, he gasped in realization.

"Maybe this'll jog your memory." Ben scrolled the Omnitrix's dial until he lands on Magnus Magic. He smiled, "Hope you remember this guy."

With the slam on his Omnitrix, Ben transformed into Magnus Magic, in front of everyone. Most of ponies were in shocked by the transformation. However, Twilight was surprised by the appearance as she realized of who he really is.

"Oh my gosh! It is you!" Twilight exclaimed in surprise as she trotted and gave Magnus Magic a hug.

Magnus Magic smiled, "You bet!"

As they both departed from hugging, Magnus Magic transformed back into Ben, who is smiling at her. Gwen also smiled happily as well.

"Look how big you've both gotten!" Twilight commented.

Gwen smiled, "It's great to see you too, Twi."

Twilight turned and looked at Julie, "Julie? Is that you?"

"Excuse me? Do you know me?" Julie asked in surprise.

Ben and Gwen yelped in concern as they have forgotten that Twilight and Nyx did meet her when they were 12. And just before Twilight could explain, Kevin grunted while trying break down the cage.

"Hello! Do you mind?!" Kevin demanded angrily, "Seriously, what's going on? And who are these horsies?!"

"I beg of your pardon?! Horsies?!" Rarity demanded angrily.

"Dude. We're ponies, not horses. Seriously, can't you tell the difference?" Rainbow asked in annoyance.

Pinkie sighed, "Beast Boy, you really need to work with your animal power skills, otherwise, you'll never get to turn into any animals."

"Huh?" Kevin asked in confusion.

Ben chuckled a bit, "We've got a lot to discuss."

Twilight giggled, "Yeah, we sure do. So much things to tell you all."

Tempest narrowed her suspicious eyes before muttered in concern, "Humans..."

* * *

At the scientific laboratory within Golden Jade Palace, both Darkstar and Billy got cuffed and trapped to the metallic beds. Surprisingly, Darkstar's metallic mask was removed. They were hanging upside down, making them dizzy and sick. Couple of scientists and technicians were studying and analyzing them and their anatomies while working and recording on their computers, getting more data and information about them.

Nezha was glaring at both Darkstar and Billy, filled with rage and hatred as he has never forgotten or forgiven them for what their kind has done to him. Suddenly, Death Tactic has arrived and entered the laboratory.

"Grand Admiral Death Tactic..." Nezha said calmly yet coldly.

"Your majesty..." Death Tactic greeted warmly. He turned and looked at two humans, "How curious and intriguing. I look forward to study them again. Clearly, they're far different from the Human War."

Nezha scoffed, "Do as you pleased, Grand Admiral. I want the information that will help us exterminate all of its kind and the greatest enemy to Mystic Realm, and to secure my rule over the Mystic and Equestria."

Death Tactic bowed a bit, "As you command, my lord."

Billy whined, "They're gonna kill us! They're gonna kill us!"

"Shut up, idiot! You're going to get us killed!" Darkstar snapped in anger at Billy. He then saw Death Tactic slowly and calmly approaching them. He spoke, "Wait! Wait! Don't interrogate us! Don't kill us! I'll give you the information willingly for our lives!"

Intrigued by Darkstar's statement, Death Tactic raised his left eyebrow in both curious and suspicious, "How odd yet curious. So, you are willing to surrender the information of your kind and civilization to us? Why would you do that?"

"I don't care of what happen to my world or even my own kind at all," Darkstar said darkly and calmly, "All I want is go to another dimension, where I can get more power and revenge against my enemies. And I promise you that we won't bother you and your land! You have my word!"

Death Tactic hummed calmly, "You surprise me. So, you have no loyalty at all to anyone but yourself. And more, you're quite an ambitious too..."

"I am not convinced, nor do I accept your surrender," Nezha said dryly and darkly, surprising both Darkstar and Billy. He continued, "I rather have a duel with the opponent and earn his surrender than accepting it. There is no honor. But there is one thing I hate more than opponent's betrayal and refused to fight is the filthy and worthless Dreathis like you!"

"What is Dreathis?" Billy asked fearfully.

"Obviously, it's very racism insult. And I believed these ponies hate us a lot," Darkstar said suspiciously yet fearfully. Nezha summoned his Whirlwind Spear, scaring him off. He shouted at once, "Wait! Wait! Please! We're not working for them! Honest! You have to believe in me! I'm willing to give you anything you want! Please, I'm already ugly enough to get beaten and killed!"

"Your majesty," A golden decorated yet demonic armored Elite Guard called out. Nezha and Death Tactic turned to their back. He spoke, "Sir, Grand Commander of Stealth is contacting you. She said that she has the report to make."

"Bring her here," Death Tactic said firmly. The Elite Guard nodded as he placed down the small metallic disk on the floor, activating the hologram of Tempest Shadow. He continued, "Grand Commander Tempest Shadow. Good to see you."

Tempest nodded and bowed humbly, "As to you, sir."

"What do you have to report," Nezha demanded calmly.

"Sir, we have the situation. There're more humans at the Equestria," Tempest reported seriously and calmly. This increased Nezha's anger and hatred of it. She continued, "These five creatures claimed to be the friends of Princess Twilight. They're consisting of a human possessing a watch that turn him into demons, magical female, technological being, mutant and Abyssinian Warrior."

"Human with watch? Magical Female?" Darkstar asked in surprise, "Ben Tennyson and Lovely Gwen."

Billy screamed, "I hate that guy!"

"You know them?" Death Tactic asked curiously and suspiciously.

"Yes." Darkstar said calmly, "And I know all of the aliens as well including one that possessed the ultimate power that controls time, space and reality."

The statement peeked his interest, Nezha narrowed his eyes, "Tell me... Everything, Human. You shall be rewarded..."

Darkstar smirked, "With pleasure..."

* * *

After a surprise reunion between humans and ponies, Mane Six guided and led Team Ben across the Ponyville Town for a tour and chatted. They were accompanied by Student Seven, Tempest and squadron of ten Friendship Guards. Ben and Gwen explained the story about their adventure from 12 years old (leaving out the details about Julie being part of it) and 15 - 17 years old adventure.

Twilight and her friends were surprised and amazed by it. Twilight then told her friends about what she and her friends have been through since their last adventure at Ben 10 Universe. This shocked and surprise Ben and Gwen.

"So let me get this straight. The Changelings are all good now and Chrysalis isn't the queen anymore?" Ben asked in surprise.

Twilight nodded happily, "That's right, and it's all thanks to Starlight."

Gwen turned and looked at Ocellus, "You know. I thought there was something familiar about you, even though you're not in black color."

"So do I," Ocellus added, "My father told me about his encounter with human with a watch. He was once part of Queen Chrysalis's squadron to your world before he retired and became the artist."

"That's kinda cool." Ben commented.

Rook nodded, "I agreed, though I actually find difficult to believe that your kind has advanced technological as we are. No offense."

"None taken," Applejack shrugged, "Besides, the technology is done by Mystic Ponies. They're pretty good with it."

Rarity giggled, "Trust me, darling. My boyfriend is the technician and genius behind these kind of technologies. You'll love it."

Pinkie nodded, "Yeah! You'd be surprise and crazy to see their technologies are based on Star Wars and Transformers, and not to mention, most of them are based on video game characters. You'll love them! Trust me, it'll be fun and crazy. But not as crazy and wild as my party!"

"I don't know what is the worse. Couple of crazy talking ponies or them befriending with Ben and Gwen," Kevin grumbled, "I still think these horsies are talking garbage. There is no way that they actually built machines like Star Wars."

"Believe it or not. It's real deal, buddy," Rainbow scoffed at Kevin. She then smacked on his head, "And by the way, we're ponies, not horse! That's the difference."

Fluttershy nodded while said softly, "Yes. Our legs aren't tall as Princess Celestia and Princess Luna."

"Did she say something?" Kevin asked in annoyance.

"Clearly, Fluttershy's quite shy." Rook said calmly, "The trait does fit her name well."

"I'm kinda surprised that you're married now," Gwen said in surprise to Twilight, "Congratulation."

"Aw man. We missed it," Ben said in disappointment, "Wish you could sent us the invitation, so we could come and visit you here."

"Really? I thought you hated it," Gwen commented amusingly.

Ben scoffed, "I outgrow that problem. Like how I did with Mr. Smoothie."

Twilight giggled playfully, "I would have but I don't have a way to get to your world. Sorry. Either way, I'm so happy that you two are here, especially Julie."

"That reminds me. How did you know me?" Julie asked curiously while holding Ship. Twilight turned and looked at her. She continued, "I'd never met you before."

Ben and Gwen yelped in concern. Kevin looked uneasy and nervous while Rook is confused. Twilight looked confuse and worried about Julie's statement. Most of her friends are confused as well.

And just before the princess could explain, Ben gasped in surprise as he pointed at both Castle of Friendship on left and School of Friendship on right.

"Wow. What is that?" Ben asked out loud, with nervous tone.

"Yeah. They're beautiful!" Gwen agreed in surprise yet nervous.

"On the left is Headmare Twilight's Castle of Friendship," Ocellus explained calmly and happily, "While on the right is the School of Friendship."

"Wait? What?" Kevin asked in confusion and shock.

"No way! A friendship school?" Ben asked in surprise.

Rook looked surprise and amazement, "I didn't know there's such a school."

Twilight nodded happily, "You betcha!"

"And you're teaching friendship to other creatures?" Gwen asked curiously.

Rainbow scoffed with a laugh, "Well, that is the point."

"But not just friendship, we teach them tons of other activities and games," Applejack added.

"And it's great and fun for every creature to enjoy and learn," Fluttershy added gently and calmly, "You will love it."

"Lame..." Kevin remarked dryly.

"Interesting..." Rook said calmly, "I could learn something about 'friendship'. It could help the home to befriend with the off-worlders, and also lessened their concerns and fears of them."

"I see someone's started liking the Friendship of School!" Twilight exclaimed happily. She squealed happily, "this is first time to have some humans in my school!"

"So, what are you again?" Bella asked curiously, "You definitely don't look like a human. Definitely, not an Abyssinian."

Rook blushed a bit, "I'm neithr. I'm a Revonnahgander. That means I'm a proud alien farmer and warrior."

"Ooh!" Ocellus said in interest.

Julie sighed, "Sorry for interrupting. But please, Princess Twilight, can you-?!"

Ben interrupted, "Show us around the school? I would love to learn and know more about friendship."

Gwen agreed, "I agreed. It'd be great for us to make more friends."

"BEN! GWEN!" Julie scolded angrily.

"Awesome!" Ocellus commented happily.

Bella groaned, "For Dreathis? Great..."

"Why certainly, darling! We'd be happy to give you the tour. You'll love it here," Rarity commented happily.

Julie groaned while glaring at Ben and Gwen, who whistled innocently and nervously. She then gave a facepalm while Ship and Zed were confused.

Pinkie giggled, "But, what is tour without a little music?"

"Well. This is ought to be good..." Tempest remarked dryly.

"Music?!" Kevin asked in shock and annoyance, "Are you kidding me?! I hate singing, you know!"

Pinkie scoffed as she flicked her fingers at his head, "Relax. Enjoy the music. After all, this is first time for Ben 10 x My Little Pony: Mystic Series Musical!"

Kevin looked shock and confuse, "How did she do that?! Hers is hoof, not fingers!"

* * *

The School of Friendship's door was opened, allowing Twilight and her friends to march inside the school. As Twilight began singing harmonically and calmly, she was joined by the rest of her friends. The ponies warmly and happily greeted Team Ben to their school. This surprised and amazed them, though Kevin was extremely annoyed about it.

Twilight: _This brand new school of friendship  
Is home to everyone_

Fluttershy: _Everyone's learning how to trust_

Pinkie: _Everyone's here to all have fun_

Rarity then levitated and brought out couple of beautiful and fashionable clothes, and also jewels and accessories for Gwen and Julie to look and try out. Applejack brought out the cups of Apple Cider for Kevin and Rook to try, which shock and surprised them. Rainbow took their drinks away before drinking it. This annoyed Kevin and Rook to chase after her. Fluttershy approached and treated both Zed's and Ship's injuries, as well as giving them to feed and drink. The alienated animals happily pounced and licked on her face happily, making her to giggle.

Ben whistled in amazement of what he saw seeing. He then found Ocellus and Bella joined up with their own team. They placed their hooves and claws in friendship circle, joined by Twilight. Ben smirked proudly and amusingly as he joined in as well. All of them are happy to have him part of friendship circle.

Rarity:_ With friendship ties that bind us_

Applejack: _Tighter than the strongest bonds_

Rainbow: _We're hoof-in-hoof_

All: _In hand in hoof in wing or even claw_

* * *

Mane Six continued guiding and leading Team Ben across the School of Friendship. Ben and his friends are witnessing so many ponies were not just learning about friendship lessons, but also befriending and helping each other with problems they're having. And to their surprise, they also found more creatures, other than Student Student, also part of the school.

Twilight: _This school is not just for the ponies_

Applejack: _Also other creatures from far and wide _

Fluttershy: _And the door will be open  
To everyone great and small_

Pinkie performed ten instruments in front of Team Ben, joined by chorus of ponies and creatures. They all sang out loud happily and wildly. Rainbow held and hugged both Fluttershy and Applejack close to her. Rarity levitated and placed the friendship bracelet on Team Ben's, though Kevin was disgusted and annoyed.

Pinkie Pie: _This school is not just for learning_

Students: _Also having fun and great time_

Rainbow: _It's awesome to make and have some buddies_

Rarity: _Making our friendship magical_

* * *

Mane Six shown Team Ben to various friendship lessons, activities, events, and even performed how important teamwork and friendship to them such as their Dragon Strike Force teaching and training the students. Starlight helped consulting the students about their problems. Sunset helped students get comfortable in new places. Spike went around the school, checking and making sure everything's alright

All: _This school of friendship is for all of us  
A place where we belong  
Where we all learn to share and trust  
The only rule here is to find your way  
And friendship always wins at the end of the day_

* * *

Inside the magical classroom with library, Twilight was standing on the stage that has chalkboard, where many students were gathered and listening to her lecture. Mane Five, Team Ben, Bella and Ocellus were among them.

Twilight: _Some things you just can't teach with books  
Some things you only know  
So trust your heart and let us lead  
And your friendship's sure to grow_

Called to the stage, Bella and Ocellus eventually performed their friendship and teamwork admirably to everyone. This Rook hugged his friends happily and warmly. Gwen and Julie find it cute while Ben and Kevin were embarrassed and nervous.

Students: _And once we master kindness  
We will spread it 'cross this land  
_  
All: _And give the gift that's ours to share  
So others understand_

* * *

Mane Six and their friends guided and led Team Ben to the balcony, where they all were looking at the beautiful land of Ponyville Town, and even found many ponies were befriending and helping each other out. Zed and Ship barked out wildly yet happily and excitably.

During the tour in the School of Friendship, Team Ben met with more warm and friendly greeting and reception from more students, who also shown them what they can do with their talents, teamwork and friendship lessons. They were impressed by it, wishing their world could do the same as this world.

They were gathered at lobby, where Mane Six, Ocellus and Bella were having group photo together with them. As soon as the photo printed out, Twilight passed them to Team Ben.

All: _This school of friendship is for all of us  
A place where we belong  
Where we all learn to share and trust  
The only rule here is to find your way  
And friendship always wins at the end of the day!_

"So, what do you think? Do you like it?" Pinkie asked happily.

"Lame..." Kevin commented bluntly, annoying the ponies and students. Gwen nudged Kevin's chest, "What?"

"That was rude," Gwen said dryly.

"Either way, that was amazing," Rook commented, "Are singing and dancing part of your culture?"

"Yes, siree!" Pinkie cheered happily.

"I'm glad that everything's over. Can we get back to our discussion? Like how did you know who I am?" Julie asked impatiently. Ben was about to interrupt, but she placed a finger on his mouth, silencing him, "Don't you even try to make another excuse, Benjamin-Kun! I want to listen to her explanation."

Twilight raised her right eyebrow in suspicious and concern, "Okay. I'm kinda surprise that she doesn't remember me."

"Can you explain, please?" Julie pleaded.

And just before Twilight could explain, Team Ben and their friends heard a school bell ringing out loud, surprising them a lot.

"Oh no! We forgot about our class!" Ocellus exclaimed in realization, "We're gonna be late again!"

"Shit! No kidding! The Fighting Club!" Bella exclaimed in concern.

"What is this about?" Ben asked in surprise.

"Martial Art Lesson. We'd better go before Shadow Dragon throw the fit at me," Ocellus said in concern.

"Mostly at the Dreathis." Bella said with a scoff, annoyed Ocellus.

Bella and Ocellus rushed off at once to their class. This reaction surprised and shocked Team Ben.

"Fighting Club?" Ben and Kevin asked in surprise.

"Martial Art," Gwen and Rook corrected.

"Who cares?! I've gotta see it!" Ben exclaimed happily.

And just before Julie could protest, Ben grabbed and dragged her along with him, following after Bella and Ocellus to Martial Art Club. Mane Six and the rest of Team Ben followed them as well.

* * *

Back at the Golden Jade Palace's throne chamber, Darkstar and Bill have agreed to cooperate and provide the information of Ben 10's Alien Powers to Nezha and Death Tactic. And in-return, they will be freed and gain some interesting powers and technology. To Darkstar, his facial was restored to handsome looks and gained more powerful dark energy.

"Yes... Yes... Yes!" Darkstar exclaimed happily as he was looking at the mirror's reflection of his handsome face. He even looked at his hand, energized with dark powers. He sighed, "Incredible. I feel so much powerful and stronger as before! And also, got my good looks. This feels almost like I'm back at Ledgerdomain's! Thank you, sir."

Billy groaned in disgust while tinkering and weaponizing his armor, "Who thinks like that?"

"Don't get use to it, human. I only work with you because you have provided me the information I need for my ambition," Nezha said firmly and seriously, "Rest assure. If I find out this is a deception-!"

Darkstar spoke up firmly, "I assure you, your majesty. Alien X is the alien you can use to change the world, but be careful of their powers. From what I heard, it has three minds to debate the course of action that could change everything. Beware of it."

"Your warning is not necessary, Human," Nezha said firmly and calmly, "I can handle it. I've fought and defeated powerful and strong opponents. This is nothing..."

"That makes me wonder..." Darkstar said calmly, "Why do you hate humans? What did they to you?"

Nezha turned and glared at Darkstar and Billy, who were nervous and worried of what he will do next. He then narrated the story behind his hatred on Humans. He has never forgotten of that fateful day, which turned him into hateful yet powerful warrior today.

Nezha: _The humans are the reason what make me today  
The humans destroyed the lives  
I was a boy who escape the cruel fate of death but no one got away_

Nezha recalled how he was captured, tortured and experimented by humans for conquest on Equestria. He was scared and worried to fight back, despite him being Mystic Pony. His father stood up and face the oppressors while defending his family.

Nezha: _I was among the victims as the humans cornered all  
I'm nothing but a frightened little boy  
My father standing up to the oppressors on that fateful day  
He shown no fear till his end_

Nezha gritted his teeth in anger, remembering his father was defeated by them. But nevertheless, he remembered that he must not fear the humans, and must fight back with everything he has to avenge his family and protect his kind.

Nezha:_ Fear No Humans  
Fight them with fire  
And soon my pride will be victor  
I'll have my revenge  
Their kind will fall  
A retaliation is a simple thing_

"I heard the slaughter. I heard the screams." Nezha said dryly, scaring Billy while amused Darkstar. He continued, "But its the silence after I remember most."

Nezha hasn't forgotten of what the humans have done to both his parents and himself. They indeed have tortured and experimented him, cost his body. Despite the heavy losses and pain, his parents advised him to be strong and brave, not let the fear stop him. Though they died, Nezha managed to escape and lived for his revenge.

Nezha: _The world stopped breathing  
And I was no longer a flesh  
My father shook his head and told me to be brave  
My mother said I must live and win  
And they died for me, but I will keep my promise to them  
To honor my family's name  
_  
After the escape, Nezha remembered the very day he returned home safely. The Mystic Ponies did everything they can to save his life by turning him into a powerful armored yet mechanical warrior. He then led his army to slaughter and kill every last of human kind, causing most of them retreat and return home safely before they get slaughtered.

Nezha: _Fear No Humans  
Fight them with fire  
And soon my pride will be victor  
__I'll have my revenge  
Their kind will fall_

Nezha sighed as he turned and looked at Darkstar and Billy. He gave his angry and serious yet ambitious looks that he will find and kill all of humanity.

Nezha: _I will do whatever necessary to fulfill my destiny  
I'll destroy all of the Dreathis filth.  
Retaliation is a simple thing_

"Tragic, isn't it..." Death Tactic said sadly.

Billy hissed, "Man. That is sad story if I actually cry at all..."

Darkstar smiled, "Rest assure. I will help you take revenge against them. As I've said before, I have no loyalty to them at all."

Nezha hummed suspiciously, "We shall see, Darkstar. Is there anyway we can make Ben 10 bow and serve under me?"

Darkstar smirked sinisterly, "If there's a hero, there's a damsel, which will weaken and forced him to obey you, sire."

"Just like Shadow Dragon and Twilight?" Nezha asked curiously. He scoffed, "How amusing..."

* * *

Upon arriving to their dojo, Bella and Ocellus entered the classroom at once. They then found most of the students firmly and seriously practicing and engaging wooden man posts. They all sighed in relief that they have made it in time.

"Good thing that Shadow Dragon Sensei's always good at coming late," Bella commented in relief.

Suddenly, Ocellus and Bella heard a loud thud, making them very nervous and worried, fearing that someone was indeed waiting for them. They turned back and found a familiar pale Earth Pony with spiky mane and tail stood before them. He gave them a stern glare.

Bella gulped nervously, "I'm guessing you were waiting from the ceiling, sensei?"

"Your awareness is getting sharper than before," Shadow Dragon commented humbly. He sighed in annoyance, "But I am still disappointed in you two. You're always punctual for my class. Looks like, you have detention class later."

Ocellus and Bella groaned in disappointment. They hated going to Lockdown's detention as it is worst punishment for them to face.

"Lighten up, Shadow Dragon, it wasn't their fault," The soft gentle voice spoke, attracting Shadow Dragon's attention. He turned and found Twilight and her friends standing before him. She approached to him, "It was mine. I asked them to do special assignment to do. So, no need to send them to detention. How about it?"

"Fine..." Shadow Dragon said dryly with a sigh. Ocellus and Bella sighed in relief before approached to wooden man posts for practice. He approached and smiled at her, "Good to see you here, Beautiful Blossom..."

Twilight giggled, "To you as well, Handsome Warrior."

Shadow Dragon and Twilight gave each other a gentle nuzzle before giving a passionate kiss. Mane Five laughed a bit to see them being lovely birds. Gwen and Julie awed a bit. Ben, Kevin and Rook were a bit of annoyed by the scene. Zed and Ship were confused.

"That would be..." Ben asked curiously.

"Shadow Dragon. Twilight's lover and husband. He's a Mystic Pony, and also the Master of Dragon and Serpent Martial Arts." Applejack answered, "Aw. Look at them. They looked so adorable and cute together. They make a quite the couple."

Rainbow groaned a bit, "Yeah. If they hadn't make me a bit too sick."

"It sure is," Gwen agreed, "Kinda reminds me of Ben and Julie."

"You're sure you're not talking about us," Kevin asked curiously.

Gwen nodded, "I am certain."

Departing from kissing, Shadow Dragon noticed Ben and his friends were standing in front of his dojo's entrance, "These are?"

"These are my Human Friends that I've told you about from another adventure in another universe," Twilight said calmly, "Ben Tennyson, his cousin Gwen, his girlfriend Julie, and these two are new - Kevin and Rook."

Shadow Dragon smiled and bowed humbly, "It is an honor to meet you all, Humans."

Ben and his friends bowed. He spoke, "An honor to meet you too, Master Shadow Dragon."

"Just call me 'Shadow Dragon', only my students are allow to call me 'Master', 'Sifu', 'Senpai' and 'Sensei'," Shadow Dragon said humbly and calmly. He continued while looking at Ben, "Twilight told me a lot about you, Ben."

"She did?" Ben asked in surprise. He then cleared his throat, "I mean she did. I did save the universe billion times. It's no big deal. After all, I'm the best and greatest hero the Earth has ever had. Not to mention, I'm good looking guy."

Team Ben groaned in annoyance to hear his bragging again. Mane Five especially Twilight was surprised, though uneasy about Ben being arrogant. Students chatted and muttered in surprise by his claim. Student Seven were a bit of concern and annoyed by the claim.

"Really? You honestly think I would believe that? Shadow Dragon asked in annoyance, shocking and surprising Ben. He continued, "'Saving the universe billion times' to my hoof! There's no way people can achieve that."

"Hold up! Are you saying I'm a liar?!" Ben asked dryly and angrily. He shown his Omnitrix to Shadow Dragon, "Not sure if Twilight told you, but I've got an Omnitrix. Got the tons of aliens in it. It helped me use them and their powers to beat the bad guys and save the day. Think I make that up?"

"Really? So, your watch allowed you stealing and using alien powers to save the world?"

"I wouldn't say 'stealing' and 'using'. It's just part of the watch. That's all."

"Right. Unlike you, I'd never steal and use alien powers. I've gained and earned the skills through training and experience to fight ans save the day. In fact, I worked together with my wife, my friends and family to save the day! I bet you don't well with your team!"

"Hey! Of course, I do. I am what the team needs! Without me, there won't be an earth."

"Right. You're indeed an arrogant, selfish and stupid kid, who just want to be famous." Shadow Dragon remarked dryly, annoyed and angered Ben a lot. He scoffed, "For me, I used my powers carefully and take the matters seriously."

Ben groaned, "Oh yeah? You think you can do a better job, Mystic Pony?"

Shadow Dragon scoffed, "In fact, I do. As protector and heroes, we do our job, not showing off and become famous. And of course, we depend on and help each other to save the day. But for you, Ben; without the Omnitrix, you're nothing but hopeless and pathetic human."

Ben groaned, "Okay, that's it! I'm gonna-!"

"Enough!" Twilight shouted firmly, silencing everyone. She continued calmly and firmly, "You two need to knock it off. In fact, I don't care who is better. You two are heroes. So, why don't we just calm down and settle the situation calmly."

"She's not wrong," Gwen agreed calmly, "This argument is pointless, you know. Plus, we're guests and visitors here."

Ben and Shadow Dragon gave some thinking of what Twilight has said. They both smirked amusingly yet slyly as they have the idea.

"You're right, Gwen. It is pointless," Ben agreed calmly, pleasing Gwen. He then raised his Omnitrix up, "So, why don't we settle this in a fight? Time to show the world of who's the real hero? How about it?"

Everyone was shocked by Ben's proposal. Twilight hissed, "You know that is not what I mean, guys. When I said 'settle the situation', I mean to say-!"

Shadow Dragon scoffed, interrupting Twilight's concerns, "If this helps me to shut you up, fine by me. Believe me, Ben, I am one Mystic Pony that you don't stand a chance against me."

"Whatever. You're not the first guy I have to fight. I won't go down easily," Ben said proudly as he activated and slammed his Omnitrix, turning him into Karate Hawk, "It's Hero Time!"

"Seriously? 'Hero Time'?" Shadow Dragon asked in annoyance. He stood up in two hind hooves while his left hoof place on the front and right hoof on back. He declared, "Blazing Dragoon-Serpent Master - Shadow Dragon! Battle Station!"

Karate Hawk scoffed, "Lame. Let's kicking it!"

Karate Hawk charged and engaged Shadow Dragon, who swiftly and quickly in blocking and deflecting the punches for few times. The hawk-like alien got distracted in punching at him, Mystic Pony dodged down before stroke four times of punches on chest before kicked him off. Recovered from the surprise attack, Karate Hawk squawked, thrust another punch at him. Shadow Dragon grabbed and held his arm down before thrust his hoof at him. Karate Hawk blocked the attack. Shadow Dragon smirked as he quickly grabbed on his left leg, flipping Karate Hawk over before dropped to the ground.

Karate Hawk groaned in frustration, getting up and fiercely engaged Shadow Dragon, who swiftly used his elbows and hoof to block and deflect the attacks, and used his hind hooves in kicking on both his legs and chest. Everyone was in shock and amazed by duel.

"There is no way that Dreathis could beat Sensei," Bella remarked amusingly, "There's no one can beat him. He's invincible."

Tempest scoffed, "Not quite. Some of Dark Mystic Ponies including Demon Generals, Maul and Dark Curse have beaten him before. And of course, I also fought him once. I would have won if that stupid fox hadn't interrupt my fight."

"Either way, Ben shouldn't have challenge him. He'll be defeated..." Ocellus said in concern.

Bella scoffed, "It's his loss. Stupid Dreathis."

Ocellus grumbled, "I hate that word..."

"Wait a minute. That move? Is that Wing Chun?!" Gwen asked in surprise.

"Wing Chun? What's a Wing Chun?" Everyone sans Gwen, Rook and Julie asked.

"It's one of Kung Fu Self-Defense Martial Arts for quick arm movements and strong legs to defeat opponents. It's also flexible and relaxed techniques to use." Gwen explained, "I've always wanted to learn that move."

"I see." Twilight nodded in understanding, "Shadow Dragon favored and used 'Blazing Dragoon-Serpent' Style in battle because his father, cousin and Grandmaster Zhao Long taught him that style."

"Think he can teach me?"

Twilight hummed in concern, "That depends if Ben doesn't crush my husband too hard."

Watching Karate Hawk struggled to fend off Shadow Dragon's attacks, Gwen hissed in concern, "I don't think that'd be a problem for your husband. On other hand, Ben's not really good at martial arts."

Karate Hawk yelled as he tried to launch another counterattack but easily blocked and deflected in three times by Shadow Dragon. Mystic Pony grabbed and pulled him down, tripping him off. He yelped as he was about to fall on the trophy shelf. Shadow Dragon quickly grabbed Karate Hawk's right leg, preventing him falling down.

"Watch the trophies!" Shadow Dragon scolded, "They belonged to my family's and master's trophies!"

"What about yours?" Karate Hawk asked curiously.

Shadow Dragon scoffed, "I don't need to show mine because I'm not important. But they are. They are the ones, who helped and trained me at the best. I can bet that you don't care about yours when they helped and trained you."

Offended by Shadow Dragon's insults, Karate Hawk squawked out loud as he spun himself around. He began struck out his punches at him, but easily and firmly blocked yet again for three times. Using his elbows, Shadow Dragon hit his opponent by face, followed by chest before going around his back before strike back.

Karate Hawk yelped in pain as he turned back and engaged the Mystic Pony, who firmly and fiercely launched multiple punches against the chest, weakening and wounding him a lot. He then tripped his left leg before knocking and pushing two legs aside, pushing him down hard. Shadow Dragon then gave a furious punch on his face.

"Had enough?!" Shadow Dragon demanded firmly.

Karate Hawk grunted, struggling to get up, "Buddy, I'm just warming up!" He hit his Omnitrix, turning him into Rath. He roared out loud, scared most of the ponies, "RATH! Let me tell you something, Shadow Dragon Sensei! You think you can win this fight?! Think again! Rath's gonna show why I'm the greatest hero in the world! Rath's gonna tear your apart!"

Shadow Dragon scoffed, "Once again, you have proved me right. You have no skill at all, Ben. You're nothing without Omnitrix. Are you afraid to admit losing to me? Is your pride that important to you?"

"Dude, is he crazy?!" Kevin asked in concern.

Rook nodded in fear, "Rath's power is pure rage and will fight on until he killed his opponent. Shadow Dragon has no chance against him!"

Offended by insults, Rath roared in anger, "SHUT UP! I'M GONNA SHRED YOU TO PIECES, YELLOW PALE JERK!"

Hurt by insults, Julie gasped, "Ben!"

"Ben, that was horrible!" Gwen scolded Ben angrily, "No! That is racism! Shame on you!"

Rath roared in anger, "Who cares! I wanna win! I wanna prove that I'm the greatest hero of all time! No one will ever best that, ass!"

Rath charged straight at Shadow Dragon. And just before Mystic Pony could do anything, the wild tiger alien slammed him straight against the wall. He rammed him against the wall before launched powerful and fierce multiple punches against his chest and face until he got bruised and bleed out a lot.

Everyone got worried and scared of what they just saw. Most of the students chatted and muttered in concern of what they just saw. Bella was disgusted and angered while Ocellus was in shock and scared of the battle. Tempest remained silent and firm.

"Ben, stop! You're killing him!" Twilight shouted in concern.

Gwen nodded fearfully as she and her friends moved out to stop Ben from hurting and killing Shadow Dragon. Gwen used her magical bubble around his head, Kevin and Rook held his hands back and Julie held him back around his neck. Twilight and her friends also tired to pull him away.

"Ben, stop it!" Gwen demanded.

"It's over now!" Julie exclaimed in concern, "Stop it!"

"No, I'm not!" Rath roared in anger before slammed both Kevin and Rook at each other. He then grabbed and thrown Julie at Gwen to the ground. He snarled, "Let me tell you something, buddies and ponies. My fight with this jerk is not over! When I said it's over, then it's over! I'm gonna kill this yellow pale pony for good." He then grabbed and held Shadow Dragon's face up high, "Rath's gonna prove him that I'm the greatest hero, unless he give up! Ready?!"

Shadow Dragon grunted in pain, "You're... No... HERO!"

And just Rath could do anything, Shadow Dragon raised his right leg up before struck down on his head, making him dizzy. The Mystic Pony gave a loud battle cry as he began the barrage of punches and kicks against the Appolexian, who struggled and tried to grab and attack him but missed it and being pushed back.

With him being dizzy, Shadow Dragon quickly kicked him three times until the hero got rammed against the wooden man post. He then fiercely and swiftly launched the barrage of punches, karate chops, elbow strike and kicks at Appolexian's head, neck, chest, back, limbs, hands and legs. Receiving a lot of bruises and injuries around his body, Rath groaned and moaned in defeat and exhaustion. Shadow Dragon ceased his attack while glaring at injured Rath, who growled and snarled weakly and painfully, desired to fight on.

"L-L-Let me... T-Tell you... I'm... not down..." Rath grumbled painfully, "Rath's... Rath's... The best hero! You're... You're... Loser... Big... Loser..."

Annoyed and frustrated by Rath's insult, Shadow Dragon armed with his hoof, readying to finish him off. Rath closed his eyes, ready for his defeat. He launched the punch out, aiming his punch straight at the throat. Everyone shouted and pleaded him not to do it.

Luckily, Shadow Dragon halted his punch in time while glaring at Rath. The Appolexian opened his eyes while looked at him in shock and surprise. He lowered down his hoof while glaring at him.

"W-What are you waiting for?! Finish me!" Rath asked in annoyance.

"No. This fight is over, Ben." Shadow Dragon said dryly before spitted some blood out. His statement shocked Rath. He sighed, "In fact, we both lose. No one wins."

Surprised and confused as Rath turned back into Ben to ask, "What do you mean?! I don't get it."

"We weren't sparring. We were trying to kill each other. All this for the sake to see who is a better hero. I'm ashamed of myself." Shadow Dragon snarled a bit of pain. He turned and glared at Ben, "But you should be ashamed of yourself too for going too far..."

While confused of what Shadow Dragon has said, Ben turned and looked at Team Ben. They were all disappointed and disgusted while Julie was hurt and upset. And just before he could do say anything, she turned and ran off at once. Ship went after her. Ben quickly followed her as he has to make up for what he has done to her.

And just before Gwen, Kevin and Rook could move out; Belle cried out angrily, "Dreathis! Dreathis freak! Shadow Dragon wins! You're sore loser, Dreathis!"

Mane Six and Shadow Dragon were alerted by her shouts. And soon, the students also joined to shouts and called out 'Dreathis' at Team Ben. They were confused yet worried and uneasy about it. However, Ocellus was furious and angered by it.

"Will you shut up, Bella?! Do you even know what you have done?!" Ocellus shouted angrily, shocking the class and even. She continued with tears of anger and pain, "You should be ashamed of yourself! Calling out names to some species you don't like! Thinking that you're better than them! Well, you are not! You're worse!"

Bella was in shock and stunned by her friend's words, "Ocellus, h-how could you say that?! You saw what he did! You know what he's capable of! He could have killed Shadow Dragon! He's no better than anyone else at all! Like my brother has said, humans are filthy dangerous monsters! He deserved to be called 'Dreathis'!"

"What about me?! Do I look like monster?! Don't I deserved to be called that because how monstrous and terrible I am for what I've done before?!"

"What! No! You don't! Why would you think that?!"

"Because that kind of word hurts me a lot," Ocellus exclaimed angrily yet tearfully. It shocked and worried Bella. She continued, "That word's maybe for humans, but it still hurts me. Because it related to what we were before. And it's very hard for me to forget and move on. I hate that word a lot..."

"Ocellus... I..." Bella said in shock. She looked down while hissed in shame and anger for the moment. She looked up and approached Ocellus. She gave the Changeling a comfort hug, "I'm so sorry, Ocellus. I really am. I didn't mean to."

Ocellus cried tearfully, "I know... I know... It still hurts..."

Both Bella and Ocellus continued hugging warmly and comfortably. The students remained silent while showing worried and upset looks. Mane Six and Shadow Dragon sighed in concern.

"This 'Dreathis'..." Rook asked in concern, "Does it related to racism?"

"Wait? How'd you know?" Kevin asked suspiciously.

Rook sighed, "I've encountered some ponies. And I presumed them to be Mystic Ponies, call me 'Dreathis'. I can't shake the feeling that I felt insulted and offended by the word, despite never heard of it before."

"That's because it was designed with a curse, hitting and breaking both human's spirit and heart until he is at the lowest point where they can no longer fight back and become slaves," Twilight explained seriously yet angrily. She sighed, "Oh for Celestia's sake, this racism nonsense gotta stop. In fact, someone need to dethrone and replace that asshole! He's gone too far."

"Who is this asshole?" Kevin demanded.

"Nezha Vengito," Shadow Dragon explained seriously, "That guy hates the humanity a lot since the beginning of Human War. They hunted, tortured and even experimented him and his parents, causing almost their lives but he survived. Now he is more machine than pony, filled with anger and hatred to both humans and demons. He will find and kill them."

"From what I heard, he eats their meats. Who does that?" Pinkie asked in confusion.

"Oh my god..." Gwen said in concern and worried.

"Damn. Worse than my childhood," Kevin commented.

Twilight nodded, "Worse than anyone's else. Nezha's showing no mercy to anyone especially the Humans. And believe me it's not good either. Best that none of you go to Mystic Realm. My buddies from another realm almost got killed if not for Tempest."

Rook looked shock and worry, "Damn it. What kind of the world is this..."

* * *

After what happen from the fight; Julie continued running away in both angry and upset, along with Ship followed her. Ben was chasing after them both across the school. They both arrived at the lobby, where he managed to catch up with her.

"Julie, wait!" Ben called in concern.

"Get away form me," Julie scolded angrily. Ben quickly grabbed and turned her to him. She slapped his face hard, "Do you have any idea what you just did?! You think you're talking bad at him, but how you said to him affects me. It got me mad."

Ben hissed while rubbing his slap marks before sighed in shame, "I know. And I'm so sorry. I didn't mean it. You know that."

"That's not the only thing got me mad. You're hiding something from me. Billy. Malware. And now Twilight. They all know who I am but I don't. It's like something or someone erased my memory! I tried to find answers from computer, but found nothing about our relationship and why you ended your hero in that time. And every time I asked Twilight about this, you purposely make her to elude my question! You know something. And I want to know what and why! Tell me now, Ben."

"Julie, I-!"

"Tell me now! I want the truth now! Please..." Julie demanded angrily yet upset, scaring Ben off. Though wanted to tell her the truth, he looked down in shame and guilt over what happen 5 years ago. She sighed in upset, "I shouldn't have known. Shadow Dragon was right about. You're always selfish and arrogant. I thought I knew you better. See you later, hero..."

Julie pushed Ben aside. She turned and walked towards the entrance door, exiting it. He sighed in shame before looked away from it. Unknown to any of them, Tempest has seen everything from the balcony. She then activated her com-link.

"My lord, just as we planned..."

* * *

After running away from Ben, Julie was sitting alone on large rock, looking and glaring tearfully and angrily at the lake. Though she was extremely upset and angry at Ben's refusing to tell her the truth, she can't help but feel guilty and hurt like she did wrong, which she couldn't understand what and why. Nevertheless, she cried in tears. Ship stayed close to her for comfort.

"Julie? Is that really you?" The childish voice asked in surprise, alerting Julie. She turned and found Nyx stood before her. While she was confused and uncertain, the black filly gasped happily as she jumped and hugged her, "It is you! I knew there's something familiar about you! Welcome to Equestria."

"W-Who are you?" Julie asked in confusion.

"Y-You don't remember me? It's me - Nyx! You hugged me too tight because I was cute."

"Oh... Uh... I'm sorry. I don't remember."

"What?! How?!"

"I wish I knew. I wish I knew. I... I just can't get them back now..."

"Maybe... Maybe I can help," Nyx said calmly. Julie turned and looked at her. She continued, "I have a spell that could restore the memories, though it might sting a bit."

"Really?!" Julie asked hopefully, Then, do so now! I need to know. I have to remember now!"

Though reluctant and worried about decision, Nyx sighed in defeat as her horn lighted up. Julie lowered down before her, the black Alicorn placed her horn on forehead, creating a spark on it. It gave a powerful electrical shock on her, making Julie yelped in pain and fell on the ground hard.

Julie groaned in pain while slowly getting up from the ground. And at the same time, she began to have some vision of her lost past including the very day that she gave Ben a kiss before her mind wiped out. She gasped in shock before pouring more tears out.

"Oh, Ben... W-What have I done? How could I?! I-I thought... I'm so sorry, Ben for everything I said about you..." Julie asked tearfully and shamefully. She sighed before looked at Nyx, "Nyx, thank you, my little pony."

"Glad to help," Nyx commented in relief.

Found shadow looming over her and Julie, Nyx gasped with fear and worried looks. Julie noticed the look. She whistled to Ship to jump and merge together with her. She turned into Armorstrike. She turned and tried to punch but instead, she was held down by powerful Darkstar, who smiled at her.

"I've been looking for you, Yamamoto. And the Emperor wish to see you now."

* * *

Ben was alone, sitting down on the balcony's bars. He looked upset and disappointed due to him has hurt Julie. He then looked at some couple ponies were dating, chatting, laughing, playing and so on. He began singing sadly about his cowardice and weak to tell her about his history with her and others.

Ben: _Am I a hero?  
Would they understand that  
If they know my struggles  
Still, I can't run from my past  
It's enough  
Gotta tell the truth, I can't ignore  
Even if it means our love will end  
Even if she walks away from me_

"Where have I heard that sad story before?" A familiar voice asked calmly. Ben was surprise as he turned and found Shadow Dragon arrived and entered the scene. He continued, "Relax. I'm not here for a fight or a lecture. Just want to tell you that I know how you feel."

"Really?" Ben asked in surprise, "You have relationship and heroic problems in this world?"

"Obviously. No one's perfect like a fairytale. Twilight and I, and even our own friends aren't perfect; but we both loved and cared each other so much, and do anything to help and protect, no matter the cost."

"Wow. That's something. Still you were right about me, SD. I'm such a jerk, all because I want to prove that I'm the best hero. But instead, I lost her because of my ego and attitude when I said bad things that hurt Julie. I'm such a racist jackass."

"That's true. But I don't believe you're racist. You just lost your temper because you hate losing. I'm sure you'll make it up."

"You think she'll forgive me for hiding the truth?"

"I don't know why you did it. But I'm sure that you want to protect her from danger or the things you could never forgive yourself."

"Wow. You sounded like you know me a lot."

"Would you believe that you and I aren't different?" Shadow Dragon asked calmly. Ben turned and looked at him. He continued, "I was like you. Arrogant and proud hero, who thinks he's the best the team and world need. However, I've made some mistakes and done some terrible things. So, I have to face my consequence. Eventually, I'm trying to make amends and helped ponies. And in the end, I reunite with my friends, my family and found my love and gain a new family. That's my reward."

"Wow... I guess you're not wrong," Ben said in surprise. He sighed, "You're right. It's time to make the right decision."

"That's the spirit," Twilight said calmly. Ben and Shadow Dragon turned and found Mane Six and Team Ben stood before them. She smiled, "We'll be there for you. After all, we're friends."

Gwen nodded, "She's right. I'm sure Julie will understand why you did it."

"Thanks guys..." Ben said in relief.

"Mummy! Daddy!" Nyx's voice cried tearfully. Everyone turned to their back, found Nyx and Ship have arrived at the balcony. They were bit of bruised. Twilight and Shadow Dragon got alerted and asked her if she was alright and what happen. She hissed, "I'm fine! But Julie's been kidnapped by some creepy guy called 'Darkstar'."

Team Ben gasped in concern. Kevin groaned, "Darkstar!"

"Why would he go after her, not me? I'm his real target," Gwen asked in concern, "Why her?"

Nyx groaned as she shown the damaged recorder disk. It revealed the hologram of Nezha in front of everyone. Team Ben was confused while Mane Six and Shadow Dragon grunted a bit to see him.

"Nezha..." Shadow Dragon said dryly.

"Greetings, Shadow Dragon and Twilight. I know you're harboring the Humans in your city. I want Ben Tennyson to surrender Alien X to me," Nezha said dryly and darkly, "Come to my palace if you do accept the agreement. If you refused, I shall execute the Human for trespassing our realm. Rest assured. I show no mercy to Dreathis like you."

Everyone looked worry and scared of the latest situation. Team Ben looked shock and surprise to see that Nezha able to find out about Alien X. Mane Six and Shadow Dragon looked worry and uneasy as they do not like where would it lead them to.

"It's a trap..." Shadow Dragon said in concern, "And something tells me that Alien X is the most powerful alien you have."

Ben nodded fearfully, "Yeah. It is. There's no telling he wants to do with him. But what choice do I have?"

"You're not alone," Twilight said firmly, "We're in this together."

* * *

At the Golden Jade Palace's dungeon, Julie was beaten up badly and was locked up by cuffs inside the prison cells. Nezha, Death Tactic, mysterious masked warrior, Darkstar and Bill were glaring at her. She grunted in pain before glared at them.

"If you think that threatening me will force Ben to give Alien X to you, think again," Julie snarled angrily, "Once he entered that form, he will crush you!"

"I'm counting on it. I look forward to destroy Dreathis especially eating their flesh." Nezha said cruelly and darkly, scaring Julie. He turned to his companions, "Prepare for their arrival. I will have that power to control and change the realities. Commander, keep your eye on her."

"As you command," Masked Commander bowed humbly.

"And we get what we want?" Billy asked hopefully. Nezha turned and glared at him. He yelped, "I'm sure we can do it!"

"We will help you and you'll give us what we want." Darkstar said calmly.

Nezha smirked slyly, "Indeed, you will..."

Nezha and his companion turned and moved out at once, leaving both masked commander and Julie to stay behind. Julie hissed angrily while crying tearfully, feared that Ben would be walking into a trap and get killed because of her. She began singing tearfully and shamefully.

Julie: _Had I've known my forgotten past,  
Not letting anger and hurt blinding me  
Now the enemy used me against my friends,  
Leading him to his cruel fate  
But now, I've gotta find and save them  
So come on and try  
Try to stop me from protecting him_

Thinking of what would Nezha to her friends, Ship and Ben; Julie gave the scream, shocking and surprising masked commander and her soldiers. She then sang out loud.

Julie: _I won't stand down, I'm not afraid of you  
Won't tremble when you threaten me  
I'm not the type of damsel you know of  
I won't stand down!_

Julie turned and glared at the guard ponies, she continued singing firmly and determinedly as she refused to bow and stand down. She'll find a way to get out and saved her frieds.

Julie: _Try to lock me in this cage  
I won't watch my friends lay down and die  
I will breakthrough this prison  
And will fight till the end of the line  
Hear the echoes saying I  
Won't be standing down  
'Cause I'll keep on fighting to protect my friends  
Don't you underestimate me  
'Cause I know that I won't go quietly  
You'll know that I won't stand down  
I won't stand down!_

"Impressive," The masked commander said calmly and firmly. She then quickly knocked the guards out. She then removed her mask, "You remind me of someone I know of. Despite the defeat she suffered, she refused to surrender."

Julie gasped, "Y-You?!"

* * *

Using the Mystic Portal; Shadow Dragon, Twilight and Ben have arrived at the Golden Jade Palace. They then marched straight into the palace. They were heading straight to the throne chamber, where Nezha was sitting down his throne chair, accompanied by Death Tactic.

"So, this is great Ben Tennyson?" Nezha asked curiously. He scoffed, "Look like another Dreathis to me. I could have taken them at ease."

"My lord, do not underestimate the opponent," Death Tactic said firmly.

"Where is she?!" Ben demanded in anger.

"Do you have what I want first?" Nezha asked firmly.

"Why do you want with Alien X? Do you even realize how powerful and dangerous he can be?" Ben asked angrily.

Twilight nodded, "Based on what I understand, Alien X is like the god of the universe. If you use or abused its power wrongly, it could bring unspeakable destruction to the multiverse. Please, reconsider about it. You'll destroy everything."

"Believe me. No one can control that power, not even me," Ben added.

"I'm not asking your opinion," Nezha said dryly and darkly, "I am demanding it."

"Nezha, don't do this. Revenge won't bring your family back or even restore your body," Shadow Dragon said firmly, "Are you willing to use that kind of power for revenge?"

Nezha scoffed, "I am willing to exterminate my hated enemies for peace, justice and security to my kingdom. If you will not hand that power to me, then that filthy Dreathis Woe will die because of your arrogance and selfishness, 'hero'."

Angered by insult, Ben hit his Omnitrix, turning him into Humongousaur. He then grabbed and slammed Nezha against the chair, alerting everyone by his attack.

"BEN!" Twilight and Shadow Dragon exclaimed in concern.

Humongousaur snarled at Nezha, "I'll kill you for this, Nezha!"

Nezha smirked, "We shall see, weakling..."

Nezha screamed in anger as he unleashed his powerful Death Beam in blasting off Humongousaur. Armed with his Whirlwind Spear, he swung his, striking down and injuring the giant dinosaur-like alien, who missed and struggled to take him down. He hits his Omnitrix, turned him into XLR8, which allowed him to keep up the pace and attacked Nezha, who firmly and strongly repelled and fight back against him.

Shadow Dragon and Twilight were about to assist them, but instead, they got blasted by dark energy blasts. They both dropped to the floor hard. As they were about to get up, they got hit again. This time, their energy and powers have been drained down and absorbed by Darkstar. He was accompanied by Billy in his armor suit.

"So, these are the ponies posing threat to Nezha?" Darkstar asked amusingly. He scoffed, "How pathetic."

Billy nodded, "Yeah. We could have taken them down at ease. You two are alone to finish us off."

Twilight scoffed weakly, "Whoever said we're alone?"

And just before Billy could asked, something or someone dashed in to knock him and Darkstar away from Twilight and Shadow Dragon. As they recovered from the surprise attack, they both looked up and found Mane Six and the rest of Team Ben stood besides with Twilight and Shadow Dragon. They then helped them up at once.

"We have friends helping us," Shadow Dragon said firmly.

Twilight nodded, "We're on this together."

"Please. You're not seriously thinking that your 'magic of friendship' actually can defeat us?" Darkstar scoffed with amusement, "Pathetic. I have gained the power of Mystic Magic. You don't-!"

POW! Rainbow charged and punched at Darkstar's face, knocking him straight to the walls hard. Billy panicked in fear and worry. And just he could attack, Pinkie fired her Party Bazooka at him, throwing him off as well.

"Always the same. Talk too much," Rainbow said confidently.

"Eeyup. They need to learn to shut up," Applejack said firmly. She turned and found Nezha was fighting fiercely against Ben as Four Arms, who struggled to fight back. She hissed, "Twi. Shadow Dragon. You both better help them. Don't think he can handle him. We'll take care of these jokers."

Twilight and Shadow Dragon nodded firmly. They both turned and headed to assist Ben to fight off Nezha. The rest of Mane Six and Team Ben turned and engaged Death Tactic, Darkstar and Billy. Gwen teamed with Fluttershy and Rarity to fight off Darkstar. Kevin joined with Rainbow and Pinkie against Billy. Rook and Applejack cornered Death Tactic.

Darkstar scoffed amusingly as he unleashed Dark Energy Blasts at Gwen, Rarity and Fluttershy. Both ponies yelped in fear as they both ran behind the Lucky Girl, who summoned and used her Magical Barrier to block and deflect the blasts, and also fired the magic blasts at him. He easily blocked and absorbed the magical blasts. And at the same time, he glowed brightly as he has grown stronger and powerful. He got distracted due to Lucky Girl jumped and kicked at him by head and then cchest to the ground. She then engaged and fought off Darkstar, who swiftly dodged and evaded the attacks while fighting back with his Golden Energy Power. As soon as he reached into full power, Darkstar launched and fired golden beam in hitting and knocking the girls off.

Darkstar laughed amusingly, "Wow. These ponies are supposed to be heroes? How pathetic." He then levitated and brought Lucky Girl towards him. She was in restrained. He touched her cheek as he smirked amusingly at her, "I pity you that you have to look after them like some lost puppies. But now you're mine."

Lucky Girl grunted in frustration as she gave some thoughts of how to defeat him. She gasped of the idea. She smirked, "You know what's your problem, Darkstar? You keep underestimating girl powers. For example, did you know that you killed animals for your survival? And not to mention, the worst thing is that you used, cheated and hurt her heart all because you can't stand on the girl's drama and fashion sense."

"So, what? I don't care about them. They hardly matters to me," Darkstar said amusingly, "After all, they're weak and pathetic like your stupid pony friends." He noticed Lucky Girl's sly smile at him. He looked surprise, "Why are you smiling?"

"Like I said. Never underestimating the girl powers," Lucky Girl joked, "You just make two ponies angry and annoyed."

"You hurt and kill animals?!" Fluttershy demanded in anger.

Rarity made angry and annoyed face, "You cheated on your girlfriends for Gwen because of their drama and sense of fashion?!"

"Yeah, so what?!" Darkstar asked in annoyance.

Fluttershy and Rarity roared in anger as they activated and used their Animal Ruby and Diamond Bracelet, scaring Darkstar. And just before he could do anything, Fluttershy charged via using Animal Ruby's Cheetah Speed before slammed him to the ground, with Bear Strength and Bat Screech at his face. She then gave him 'The Stare', trapping and holding him down. Rarity used her Diamond Bracelet in summoning a large megaton hammer in slamming and whacking Darkstar down for few times. Darkstar got weakened and turned into zombie state. Aftermath, she redesign and changed his wardrobe into more beautiful yet girly dress.

Upon looking at his new dress, Darkstar screamed and panicked in fear of what he just worn. Lucky Girl gave a powerful punch at his face. She then kicked at his bottom, making him screamed and yelled in pain.

"That's for screwing up all girls including mine and Charmcaster, jackass," Gwen snapped firmly. She turned and looked at Rarity and Fluttershy, "Nice work, girls."

"Not a problem, Gwen. And good thinking. When we return home, I would like to make new best dress for you and Julie," Rarity commented.

Fluttershy smiled, "Yay. And thank you so much for trusting us too."

Lucky Girl smiled, "Like I said, don't underestimate the girl power."

Kevin, Rainbow and Pinkie were facing off at Billy in his Billion Armor. All of them were glaring and snarling at each other. And just before he could fire his weapons, Pinkie began dancing and singing 'One Small Thing', which shocked and surprised Billy and Kevin. She even used the Party Bazooka at him, making him dodge and blasts at the attacks.

"W-What the hell are you doing?!" Billy demanded angrily and annoyingly, "Do I look like Elvis Presley to you?! I don't frigging dance and sing, you stupid horse!"

"Aw. Don't be such a party popper! Just relax and enjoy. And also, I'm a pony, not horse! Geez. Can't any you guys tell the difference?" Pinkie danced happily and wildly before pointing on her right, "And besides, Rainbow got surprise for you."

Billy was confused of what the pink pony has said. When he looked at his right, he found Rainbow in her Sonic Rainboom Mode, heading and ramming him off, causing a powerful explosion. With his armor destroyed, Billy survived the explosion yet he was dizzy. Kevin approached and gave him a punch. He turned and looked at Rainbow and Pinkie.

"I take back everything I said. You guys are cool," Kevin commented, "So, think you can give the schematic for H.A.M. Walker and materials?"

Rainbow smirked, "Sure. Why not? Just need to talk with Coach and Shorty about it. But is why that rich brat sounded like Tech?"

"Hard to tell?" Kevin shrugged, "I don't get parallel world."

"Well, that's because they'e voiced by Danny Cocksey! Duh! Shall we do the 'Teen Titans' Song?! Loving it?!" Pinkie cheered happily, "Beast Boy, you do the dance and singing! I wanna hear it!"

Pinkie began singing 'Teen Titans Song' while dancing happily and wildly, confusing Kevin and Rainbow to look at each other. They both shrugged a bit.

Rook and Applejack approached while readying to fight off Death Tactic, who remained still and in his Chameleon Stealth Style. Rook charged as he tried to launch some punches at the Grand General, who swiftly yet stealthily dodge and evade the attacks for few times. As soon as Rook launched his Stone Cutter at Death Tactic, the latter immediately grabbed the punch firmly. While grabbing his hand, he moved to the back of Plumber Cadet, twisting and holding his while kicking and tripping him to the ground. Death Tactic began cracking and injuring Rook's hand while slowly twisting and snapping his neck.

Applejack charged and launched his punches at Death Tactic, who easily and firmly blocked and deflect the attacks. He then kicked her off. She tried to punch at him but he used Rook as his human shield to block and deflect the attacks, and used him to kick and headbutt against her for few times. Grabbing and flipping Rook over, Death Tactic jumped and kicked him straight at Applejack to the ground. He then activated and used his telekinesis powers in trapping and holding them to the ground.

"You have underestimated me so easily," Death Tactic commented bluntly, "I expected more from you both especially one is related to so-called detective."

"Partner. Insulting Saber means trouble like making a bull to chase after the red," Applejack said dryly, "No one's gonna get away with this."

"Even here, I don't understand the expression," Rook said in concern. He looked at Death Tactic's appearance carefully. He hummed thoughtfully, "Grand Admiral, before you could finish us, I would like to present you a gifted knowledge. I was told that you have great interest of our worlds's history, culture, custom and even arts. My world Revonnah Kai is the most interesting world for you to learn and even get to do peacefully and quietly, with no wars."

"Hmm. How intriguing..." Death Tactic said amusingly.

As Death Tactic and Rook were discussing about Revonnah Kai, Applejack was confused by his doing. She was about to argue, but she gave some thoughts of why he did it. She quickly use and lassoed around Death Tactic, who easily dodged it before grabbed and brought her to him. And just before he could do anything, Rook threw a strange orange colored fruit at him, causing some stickiness.

"What is this?!" Death Tactic demanded calmly yet angrily while struggling to remove the stickiness, "This is no ordinary fruit."

Rook smirked, "No, it wasn't. Good thing I've got some spares. That is Amber Ogio. The fruit is quite multitask source for food, clothing, construction and even fuel. And also, quite stickiness. I hope you enjoy the delicacy." He whistled, "I did it. My first Earth Expression! That is fun!"

"Way to go, partner. That was quite clever of you," Applejack commented.

Rook smiled, "Thank you. I owe this strategy to Ben and Kevin for lending me watch 'Star Wars' and its various media, but mostly books. Death Tactic does remind me of 'Grand Admiral Thrawn'. He's my favorite character."

XLR8 yelped in pain, knocking straight to the wall due to Nezha managed to catch up and launched multiple punches at him. He quickly hit his Omnitrix, turning him into Four Arms. He began swinging his punches at Nezha, who quickly and firmly dodged the attacks while punching and kicking him on limbs, hands and even punched at him from head. Hitting his Omnitrix again, he transformed into Spidermonkey. Both of them began the fierce and wild brawl while climbing and jumping on the wall and pillars. As Spidermonkey launched his webs at Nezha's face, the latter grunted in anger as he grabbed the web, pulling the former towards him to punch his enemy. He jumped and slammed Spidermonkey to the ground. As timed out, Spidermonkey reverted back to Ben, allowing Nezha to punch and attack him violently.

Twilight levitated and thrown Shadow Dragon at his arch-rival, knocking and kicking him off. Both of them began the fierce fight with each other while rolling around wildly and crazily. Twilight approached and healed Ben's injuries. Nezha held and slammed Shadow Dragon against the floor.

"Why are you helping Dreathis like him?! He and his kind are the enemies to ponies!" Nezha snapped in anger.

Shadow Dragon grunted as he held Nezha back, "No, they're not. Dark Mystic Ponies are. In fact, they have nothing to do with you or your family. They're not even from here!"

"That makes no different. They're filthy barbaric animals!"

"What do you want with Alien X?!"

"Changing the rules. Bringing my enemies to their extinction!"

Nezha grabbed and thrown Shadow Dragon aside. He readied with Blazing Dragoon-Serpent Style, and Shadow Dragon did the same. They both charged and engaged with each other fiercely and firmly for few times by punching, elbowing and kicking at each other's body and limbs. Launching the punches twice on head, Mystic Pony of Darkness quickly thrust his punch against Mystic Emperor's guts before launched the barrage of punches on chest before knocked and tripped him to the ground, allowing him to attack again. He then dodged down before grabbed and thrown him over. Shadow Dragon got up, but kicked off a bit. Both of them began launched the barrage of punches, kicks, elbowing and karate chops while blocking and deflected the attacks for few times.

As soon as Ben got recovered, he hit his Omnitrix, turning into Karate Hawk. Bot Nezha and Shadow Dragon are almost at equal of fighting. He charged to assist his ally. Seeing him coming in, the Mystic Emperor quickly grabbed and used Mystic Pony of Darkness as shield for Karate Hawk to punch and kick for few times. He even used him to attack him for few times, annoying and irritating him.

"Hey, that's cheating! Using pony as shield is not cool!" Karate Hawk complained angrily, "Stop hiding behind him and fight me like a warrior, coward!"

Nezha scoffed, "Hypocrite. You dare call me 'coward' when you and your kind are! And you believe that you are better than me? Don't make me laugh!"

"I wasn't joking. So, come and fight me now, coward!"

"No. You make the move, coward. Or do you need something pathetic to defeat me."

Karate Hawk groaned as he hit his Omnitrix, turning him into Goop, "You asked for this, jackass Emperor!"

Goop flew towards at Nezha, who held up Shadow Dragon while readying to attack. Unknown to him, Twilight jumped and launched a punch on his head, freeing her husband. She quickly grabbed and moved him to safety, allowing Goop to jump, wrapped and coiled him tightly, melting his armor. Nezha groaned and snarled in pain and anger as he quickly unleashed Death Beam, damaging the gravity flying disk which immobile Goop to the ground. He then unleashed Dragon Flames on him, weakening and wounding him.

Twilight fired her Unicorn Burst at Nezha's back. Shadow Dragon grabbed and thrown the Mystic Emperor aside. Both of them positioned themselves in Blazing Dragoon-Serpent style as they fought and engaged Nezha, who blocked and deflect the attacks by head, neck and limbs for few times. When the princess tried to perform swipe kick at him, he grabbed and swung her at Shadow Dragon, who was forced to moved and dodged from attacking her for the moment. He then unleashed and fired his Death Beam, wounding Shadow Dragon. He then threw Twilight at him to the ground. Armed with Whirlwind Spear, he approached and readying to finish them both. Luckily, both Shadow Dragon and Twilight quickly fired Sparkling Star Blast and Chaos Hyper Blast at him off. They then quickly and firmly attacked him at once, but he blocked and deflect the attacks for few times.

Goop groaned in pain as he reached and hit his Omnitrix, transforming back to his human self. He then witnessed Shadow Dragon and Twilight struggled to fight Nezha, who was strong and powerful to strike back. They're both slowly weakening and losing to him.

Ben gave some thinking of how to defeat Nezha while looking at his Omnitrix, "There's no option. Even if I use Way Big, I'll be an easy target for Mystic Pony to attack. And not to mention, I could make more ponies hate humans. I have to use Alien X. He's close enough to beat him."

Ben activated his Omnitrix, turning him into Alien X. He readied for the serious and dangerous fight. He turned and found Nezha unleashed his powerful Mega Rage Power and Destructive Explosion at Twilight and Shadow Dragon, who both fire Darkness Oblivion Beam and Shinning Light Beam pushing the attack back. Due to them being exhausted and lost so much of powers, Nezha's raging and destructive power pushed and knocked them both back.

And just before Nezha could finish them, Alien X teleported and stood before him. He swiftly and easily defeated the Mystic Emperor by punching and kicking three times. He then grabbed him by collar He then glared at him.

_"You have been defeated,"_ Alien X declared firmly, _"Submit to your defeat and return Yamamoto Julie to us now!"_

"I knew you couldn't resist using the godlike power. You did exactly what I have planned." Nezha said with a scoff of arrogance, confusing Alien X. And just before he could do anything, he slammed and held on the Omnitrix Symbol, giving it some electrical static, "Now... The power of time, space and reality is mine! I can finally have my revenge on those filthy humans!"

With the scream of his anger and determination, Nezha held tightly on the Omnitrix Symbol, causing a powerful yet destructive purple colored electrical shocks. It not only damaged the device, but also surging, spreading and injuring Alien X. He screamed in pain, feeling his powers siphoning and going out of control. He tried to move or use his powers, but instead, he's been restrained by Mystic Emperor's powers.

Nezha: _My destiny, my revenge  
For too long, I've been waited  
The time to act is now!  
For Mystic, my kingdom  
They shall paid for their crimes  
This is where your end is, Dreathis_

Ensemble: _Fear No Humans_  
_Fight them with fire_

Nezha and Ensemble: _And soon my pride will be victor  
__I'll have my revenge  
Your kind will fall  
_  
Nezha: _I'll destroy all of the Dreathis filth.  
Retaliation is a simple thing__  
_

The Golden Jade Palace's throne chamber began unusual and dramatic changes into more unstable, random and out of control state. Everyone got affected by the changes as well. Feeling their bodies crippling, damaging and suffocating; they all screamed in pain and agony from the attack.

"What's going on?!" Shadow Dragon asked.

"Alien X! The Emperor's hurting Ben!" Gwen exclaimed in concern, "He must have done something to him!"

"That's not the worst part," Twilight said in concern and feared, "If Nezha continued abusing Alien X's powers, he not only gets his revenge but also destroying the multiverse including us in it. Time, Space and Reality will become unstable and out of control. We won't able to restore it."

"Aw man! That's not good," Kevin said in concern.

Shadow Dragon groaned, "Damn it! Nezha, stop it now! You're killing all of us!"

"That's the price I'm willing to pay..." Nezha said cruelly, continued unleashing his control powers over Alien X, "Revenge is mine!"

* * *

_Within Alien X's mind, dark purple lightning strike down everywhere. The blackish space began shattering and breaking apart as if the universe is meeting its end. Ben, Bellicus and Serena were screaming in pain and agony, feeling the effects on them._

_"W-What is happening?!" Ben asked in pain._

_Bellicus groaned in pain, "So much hate. So much rage. So much powerful. I have never seen anything like this before. This Mystic Pony's trying to control our body and power to fulfill his destiny. The destruction of all humanity is inevitable!"_

_"Without even making the debating?" Ben asked in shock and concern, "Is that even possible?! I thought Alien X can be controlled when they were born."_

_"That is true. But only the most powerful creatures or gods are capable to do so. This Mystic Pony is truly powerful and dangerous for able to defeat and control us at ease!" Serena exclaimed in pain and agony with tears, "And it's hurting me! I can't bear it!"_

_"Neither can I," Bellicus said in defeat, "We're getting weaker and losing our powers and mind. Once we reach at the end, I'm afraid we'll be destroyed forever."_

_"No... There must be something we can do," Ben pleaded, "He must have some weak spot to exploit."_

_Serena sighed in defeat, "I am sorry, Ben. I do not know much but..."_

_"There is one such powerful alien species that can help you defeat him," Bellicus said firmly, "If we can access the Omnitrix-!"_

_"Then, do it! We don't have much time!" Ben exclaimed in concern._

_"Ben, listen to us. Once we used our last remaining of powers to turn into that alien we can recommend, Alien X's DNA will be forever locked down," Serena said sadly._

_Ben was in shock and concern. Bellicus nodded, "The Mystic Pony's power has damaged our body and our power is almost depleting. We all will be in devastated state, easy preyed and defeated by anyone."_

_"How long will you able to recover?" Ben asked._

_"I do not know..." Serena admitted in concern, "But for the sake of us, our home and for you; you must lock us out for protection and safety."_

_"It's the only way. You have to save the universe, without us," Bellicus said firmly._

_Ben said in concern, "Still..."_

_"You can do it, Ben," Serena said calmly._

_Bellicus nodded, "Indeed. You have faced the worse opponents than this, without our help. You can do it again. Be strong and confident, Ben Tennyson."_

_Though felt guilty and shame to see them sacrificed their powers to help him, Ben groaned in anger and defeat as he knew that he has to stop Nezha from exterminating the humanity. He nodded firmly with tears as he has to do it. Both Bellicus and Serena's eyes glowed brightly as they're using their last remaining of powers to stop Nezha and turn into new alien to stop him._

* * *

Nezha laughed out happily and proudly as he almost there. Suddenly, he noticed something on the Omnitrix as it is glowing in green. Alien X's eyes glowed in green as well. This alerted everyone to see it as they wondered of what is going on.

_"Second it! Accessing the Omnitrix to turn into new powerful alien, and lock down Alien X DNA forever motion carried!"_ Alien X declared.

Just before anyone could react, Alien X engulfed in bright green glowing light, blinding everyone's sights for the moment. He transformed into new alien - whitish muscular armored alien that has a Omnitrix-like Jar filled with radiation and an Omnitrix Symbol, smaller greenish orb-like on shoulder pads with sharped spikes, glowing radiation-like hands, blackish pants, whitish pair boots with radiation jars-like, large blackish jetpack on his back and he has blackish-greenish colored rounded head with white metal plate and radiation jar as face.

Everyone was in shock and surprise as they're looking at the new alien. Angered and furious, Nezha screamed in frustration that his chance to fulfill his destiny is ruined.

"Wow. That's something..." New alien commented, "I feel powerful in this one. Must be Bellicus and Serena were talking about..."

"Wow! New alien!" Kevin exclaimed in surprise, "Why would he do that?"

"Seeing Alien X is badly injured, they have to turn into new alien," Lucky Girl said thoughtfully, "Hopefully, he's powerful enough to defeat Nezha."

"Think he can beat Nezha?" Twilight asked.

Shadow Dragon sighed, "If it's not, then we'll be finished for good..."

"It doesn't what alien you used. I still can defeat you at ease," Nezha said arrogantly and calmly. He readied with his Whirlwind Spear, "I will have that Alien X's power!"

New alien groaned as he readied in battle position, "Try if you want to, jackass!"

Nezha screamed in anger as he charged and swung his Whirlwind Spear at the new alien, who swiftly dodge and evade the attacks for ten times. As the Mystic Emperor thrust his spear at him, he quickly grabbed it before slammed his hand at the pony off. He charged and swung some punches at him. He groaned in anger as he fired his Death Beam at him. The radioactive warrior summoned and fired his Radiation Beam in blocking and pushing the beam off. He charged and slammed a powerful punch at Nezha straight to the throne chair, destroying it.

Everyone was in shock and surprise of what they just saw. They couldn't believe it that he was able to fight and defeat Nezha.

"Wow! Incredible! I did not expect this alien be so powerful!" New alien exclaimed in surprise, "Still, I must name him. He's gotta be incredibly amazing and powerful name. Something to do with his powers. I have no clue of what I'm made of, though."

Twilight hummed thoughtfully and then gasped, "Atomix!" Everyone looked at her. She continued, "Based on my analysis and understanding on your alien's appearance and powers, they're consisted of radiation and atomic molecules as well. Though they're incredible and effectively powerful source, theirs are truly dangerous that could pose dangerous side effects and nuclear meltdown."

"That does sound right for him," Shadow Dragon agreed.

Applejack smiled, "Woo whee! Sounds like a perfect name for new alien."

"Atomix, huh? Cool name," Rainbow commented.

Everyone chatted and commented happily as they agreed to call new alien 'Atomix'.

Atomix smiled, "Alright, then. Atomix, it is!" He turned and glared at Nezha, "Are you ready to give up, your majesty? You do not stand a chance against me and my powers. I could cause dangerous nuclear meltdown on your home."

Nezha snarled, "I'd take my chance. No creatures can defeat the Ultimate Warriors of Vengeance!"

Nezha screamed in anger as he fiercely charged and attacked Atomix, who activated his jetpack to fly off. The emperor chased after him. Both of them began the fierce brawl with each other through punching, elbowing and kicking through the use of Blazing Dragoon-Serpent Style for few times.

Both Nezha and Atomix have the brief launching the punches by attacking and blocking. As Mystic Pony launched two punches from both hooves, the armored radioactive alien dodge and evade the attacks before gave the Karate Chop on the neck, shocking him down hard. He groaned in anger as he quickly and fiercely gave some kicks at the alien, who firmly and quickly evade and dodge the attacks until he got blocked against the walls. Nezha quickly launched some punches and kicks at all of his body. However, Atomix did not feel the pain, though he does have some cracks on radioactive jars, alerting to dodge and block the attacks for few times. When the Mystic Emperor launched his punch and kick from right side, the armored alien quickly grabbed his on right before struck a slam on guts, followed by the kick on the thigh and then gave a headbutt against him off.

Angered and furious of defeat, Nezha charged and slammed his punch at Atomix by face before kicked at the thigh three times, followed by slamming him to the ground for five times. The mechanical armored alien quickly nudged him off. Activating his radioactive powers, he fiercely and swiftly launched the barrage of serious punches and kicks, injuring and wounding the Mystic Emperor's limbs, just as Shadow Dragon did to him. As soon as he wounded his enemy, Atomix readied his powerful energy punch.

"Big Bang Nuclear Punch!" Atomix exclaimed as swung his powerful energy punch at Nezha's face, blasting him off. He then hummed calmly and firmly, channeling energy into him, "Everyone, shelter yourself now! I am about to unleash the nuclear meltdown! Radioactive Explosive Bomb!"

Alerted by Atomix's warning, Twilight levitated the rest of her friends and even three defeated enemies into one location before teleported off to another area. Atomix gave the loud battle cry as he unleashed his Radioactive Explosive Bomb, which caused powerful explosion in destroying the whole throne chamber.

The throne chamber was destroyed and in ruins. Nezha grunted in pain as he fell to the ground hard, with most of his robotic parts are damaged and destroyed. Atomix stood before him. He transformed back into his human form. Twilight and her friends reappeared again.

"Wow. That's some explosion..." Pinkie commented. She squealed, "Can we do it again?"

"No. It's too scary," Fluttersy protested.

Rarity nodded, "I agreed. I don't want nuclear meltdown on my boutique."

"That's an awesome alien, Ben!" Kevin commented.

"Yeah. I owe it to Bellicus and Serena. They helped me out. They deserve the break," Ben commented while looking at his watch. He turned and glared at Nezha, "Where's Julie?!"

Nezha snarled, "I will not lose to Dreathis like you!"

And just everyone could react, Nezha armed and thrust his Whirlwind Spear at Ben's throat. Suddenly, someone jumped and slammed on his body, furthering damage his body and shutting them down. Nezha screamed in pain and anger as he's unable to move.

Everyone looked up and found Julie stood before them. They cried out in relief. They all chatted and commented to see her alive. Ben gave her a warm hug.

Ben sighed, "Julie, I'm sorry for everything. I'll tell you everything! I'll tell you about-!"

"I know, Ben. I already know about my true past," Julie said calmly, surprising the group. She smiled, "Don't worry, Ben. I'm not mad. In fact, I understand why you keep this a secret and being protective of me from joining the team. I appreciate it."

"Julie..." Ben said in surprise. Julie gave him a passionate kiss. He sighed, "Thanks."

Ben: _You Are My Destiny._

Julie: _You Are My World_

Ben and Julie: _We'll always be together..._

Ben and Julie gave each other a passionate kiss. Mane Six, Shadow Dragon and Team Ben laughed amusingly and playfully.

"Sounds familiar?" Shadow Dragon asked.

Twilight giggled, "Eeyup. That song's never get out of my head. It's one of the best."

"So, what do we do with these jerks?" Kevin asked while pointed at Nezha and Death Tactic. He held both Darkstar and Billy, "We've got the bad guys."

"Leave them be." Shadow Dragon commented, "We've already make a report to the council. They'll take care of him. Be glad the Jade Emperor's not in same room as they are. My father's looking after him now."

Twilight glared at Nezha, "If you ever pull this stunt again, I assure you that we won't be playing nice. And the council aren't very forgiving either. Stay the hell away from my school and my human friends."

Nezha grunted in defeat but admitted that he will not bother them again. Shadow Dragon summoned the Mystic Portal, leading the rest of his friends to enter and returned home safely. Just before Julie could enter, she glanced at mysterious commander enter the scene. She smiled briefly before entered it.

The mysterious commander removed the mask and revealed to be Tempest Shadow. She turned and looked at both Mystic Emperor and Grand General.

"I assumed that everything didn't go well," Tempest asked calmly.

Nezha snarled a bit before scoffed with a smirk, "Despite the defeat I have suffered, we have what we need for Project: Abomination. Dr. Wong can begin soon." He then shown the small device that is containing most of Ben 10's Alien DNAs. He smirked, "My revenge will be complete."

Death Tactic sighed, "Pity that you corrupted and damaged the Alien X DNA."

"That matters nothing, old friend," Nezha said calmly, "Both Mystic and Equestria Realm will be under my control."

* * *

Twilight and her friends managed to return home safely. All of them are now inside Castle of Friendship's Library. She tinkered the Magic Mirror Portal mechanism, that would helped her to send Team Ben home. She managed to locate their home. And of course, both Darkstar and Billy are in cuffs. Ocellus and Bella were there as well. It is time for them to say goodbye now.

"Do they have to go?" Pinkie asked in disappointed, "I haven't even started the party! It's so unfair."

Nyx nodded, "Yeah. And we just meet again. It's not fair!"

"Sorry, Nyx. But our home need some heroes to be there for them." Julie said calmly. Nyx looked down in shame and guilt. She smiled as she patted the black filly's head, "No worries. When we're free, we'll come to your place."

Nyx smiled as she jumped and hugged Julie, "Thanks! I wanna show you and meet my friends. They're the best girls for helping you find your talents and cutie marks!"

Julie smiled, "Can't wait to find out."

Rarity presented beautiful bluish western gown with shinny patterns for Gwen and Japanese pinkish-whitish kimono with flower patterns for Julie. She smiled, "I hope you'll like them. They fit for your size."

"Thanks, Rarity. You sure you've got our size right?" Gwen asked.

Rarity smiled, "Absolutely, darlings."

Fluttershy nodded, "Rarity's very good at fashion. She hardly make any mistakes." She turned and glared at Darkstar and Billy, "If you two ever think about hurting animals, you'd better hope that I don't get my husband and Draconequus to use the portal to find and hunt you down!"

Darkstar and Billy yelped as they hugged each other fearfully, "Yes, ma'am!"

Rainbow passed the blueprints of 'H.A.M. Walker' and others to Kevin, "As promised, got them for you to build and use."

"Thanks. Can't wait to try them again. No more anyone tried to stop me again," Kevin commented amusingly, "But seriously, dude. Thanks. You're kinda awesome pony."

Rainbow laughed a bit, "Obviously. And you're not bad too for an alien guy."

Applejack sighed, "Sure wish I could invite you to Apple Family Reunion. You'll love them especially Saber. You and him love the detective works."

"Indeed. I felt the same as well," Rook said in disappointment. He smiled, "Nevertheless, I am honored that we work together as a team, even if it's temporary."

Applejack smiled, "Eeyup."

"Guess this is goodbye..." Ben commented.

"Yes. It's good to see you again, Ben." Twilight said in relief, "Until the situation between Mystic and Equestria calm down, best that you guys stay at your world for now. Will let you know about it."

"Thanks, Twi. Look forward to see your school for fun again," Ben commented playfully.

"Very funny." Twilight scoffed with a scoff. She then passed the large elixir bottle to Ben, "This is Magic Healing Elixir. Its magic is very powerful and effective to heal the wounds and restore the powers as well. Hopefully, it works on Alien X."

"I'm sure they appreciate it, Twi. Thanks." Ben said calmly. He turned and looked at Shadow Dragon, "Thanks for helping me out. And sorry for trashing your dojo and talking bad about you."

Shadow Dragon smirked, "No worries. I'm used to it when I was young. But just make sure that you're humble and modest to everyone, and take things serious too."

"Hey. I am serious," Ben protested, "Well, even though our fight hasn't been settle, I was wondering if we ever get the rematch. And this time, it's just for sparring and no more killing each other to show off about being hero."

Shadow Dragon smiled, "That'd be great. I would love to. Promised me not to boast your arrogance again."

"Got it," Ben nodded playfully. He turned and looked at Ocellus and Bella, "Thanks for the help, girls."

"No problem," Ocellus said calmly.

"Yeah. And sorry about the racism. It wasn't very nice of me especially how much I've hurt my own best friend," Bella said in guilt. She then shown the T-Shirt with Pony and Human standing together with 'Stop Bullying Humans' tagline, surprised Team Ben. She smiled, "Ocellus and I are gonna build the campaign to fight for humans' rights and freedom. Wanna show them that ponies and humans can be friends."

Ocellus nodded, "Yeah. It is time to end some stupid racism for good, with the help of our friends."

"That's awesome," Ben commented, "So, see ya guys. Hopefully, we'll have some time together, without some problems."

Twilight smiled, "Hopefully. See ya, Ben!"

Both Team Ben and ponies said each other goodbyes. Team Ben entered the Magic Mirror Portal, which led them straight back to home. And they'll be ready to face the danger including Malware and his faction but will Julie be ready to face them when she's still traumatized?

_END..._

_Review and Suggest..._

**Main Cast:**  
Johnny Yong Bosh: Ben Tennyson, Albedo  
Kelly Hu: Julie Yamamoto/Armorstrike, Ship  
Bumper Robinson: Rook Blonko  
Ashley Johnson: Gwen Tennyson/Lucky Girl  
Greg Cipes: Kevin Levin  
Tara Strong: Twilight Sparkle, Mazuma, Serena  
Matt Lanter: Shadow Dragon  
Sean Schemmel: Nezha Vengito  
Ashleigh Ball: Applejack, Rainbow Dash  
Andrea Libman: Fluttershy, Pinkie Pie  
Tabitha St. Germain: Rarity

**Minor Casts:**  
Devyn Dalton: Ocellus  
Myrna Velasco: Bella Anime  
Wil Wheaton: Darkstar  
Danny Cocksey: Billy Billions, Tech  
Lars Mikkelsen: Death Tactic  
Emily Blunt: Tempest Shadow  
Michael Pena: Grubber  
Kira Tozer: Nyx  
Dee Bradley Baker: Spidermonkey, Eye Guy, Chromastone  
Yuri Lowenthall: Karate Hawk  
John DiMaggio: Rath  
Fred Tatesciore: Humongousaur  
Jim Ward: XLR8  
Richard McGonagle: Four Arms  
Christopher Sabat: Bellicus, Atomix  
Paul Eiding: Zed

**Cameo:**  
Dave Fennoy: Tetrax Shard  
Rebecca Shoichet: Twilight Sparkle's Singing Voice  
Kazumi Evans: Rarity's Singing Voice  
Shannon Chan-Kent: Pinkie Pie's Singing Voice

**Author's Notes:**  
1\. There were lots of characters and scenes that I wanted to put in it but found them to be distraction and didn't seem they actually have purpose or role to play in this episode:  
a) Tetrax was supposed to be main character in this episode, as well as serving comedian for running away from dragons, who wanted to eat him alive due to him made of crystals. It would have been funny but also distracted and mean. So, I made him as cameo only.  
b) The rest of Student Seven were supposed to appear together with Ocellus and Bella Anime in this episode, but again they're kinda distraction and took too much of story. And of course, the main focus is to stop the racism and work together as one, which fits well for Ocellus and Bella because they were close friends since the first day of school.  
c) There was a music scene involved of Kevin challenged Shorty Thinking over machinery and transports especially trying to ride new H.A.M. Walker. The song was called _**'Bring it'**_, which was based on **_'Michael Jackson's Beat It'_**, covered by Michelle Creber and BlackGryphon, who were supposed to appear in it as well. But I removed it.  
d) There was a music scene involved of Julie lost her trust in Ben for knowing their friendship from 5 years ago. The song is called **_'How can I trust you now?'_**, which is based on **'Gotta Go My Own Way' **from **High School Musical 2**. This was set after also Nyx restored her memories scene, and also during Shadow Dragon vs Ben scene. But I do another way to show that Julie's becoming aware that Ben purposely preventing her to learn the truth, and lose the trust in him.  
e) Originally, Kevin used H.A.M. Walker to fire and destroy the palace especially engaging Billy in his new Guardian Armor. But felt it's kinda overkill. I'll probably put that scene to somewhere else to fight off against the powerful dangerous monster.  
f) Prior to the climax fight, Professor Paradox would have originally appear to Ben, and warn him not to use 'Alien X' due to Nezha would use his powers to destroy the universe. I removed the scene because a simple logic that he could have just rescue and get Team Ben out at ease. However, Professor Paradox would be having hard time to track and locate them due to many dimensions and multiverse, and he has to be careful not to interfere and upset the balance.  
g) Originally, Jade Emperor Takei was supposed to appear and still in coma after Nezha vs Atomix battle. The scene involved of Takei barely stay alive and almost got killed from Atomix's 'Radioactive Explosion Bomb', allowing Nezha to accuse the humans are still reckless and selfish creatures for destroying everything, turning most of Mystic Ponies to his side until Ocellus and Bella stood up to him while turned the crowd against him to defend the Humans. I against it because Twilight was smart enough to alert the Council about the situation and Nezha's plans, and of course, Mystic Tao (Shadow Dragon's adopted father) is tasked of looking after Jade Emperor Takei, than leaving him alone to Nezha, whom Mystic Council suspect to use him as leverage.

2) **_'Friendship Always Wins'_** comes from **_MLP: FIM Season 8 Episode 2_**, with the change of lyrics.

3) **_'Fear No Human'_** and its reprise are based on **'The Neva Flow & its reprise' **from **Anastasia Broadway**.

4)**_ 'Ben's Regret Song' _**is based on **_'One Jump Ahead Reprise 2' _**from **_Aladdin (2019)._**

5) **_'I won't stand down'_** is based on**_ 'Speechless'_** from **_Aladdin (2019)_**.

6) This episode is the based on and also tribute to**_ 'Ip Man Film Series'_**, as well as to historical figures - Wing Chun Masters - **_Ip Man _**(who died in 1972 from throat cancer), **_Ip Chun_** (His eldest son, and 95-years-old but alive and still teaching Wing Chun) **_Ip Ching_** (Second Son to Ip Man, who sadly passed away on 25 January 2020).


	6. EP6: Armor of Demon (I)

**Author's Notes:**

This is the moment I've been waiting for. For the next three episodes will be about Julie struggling and coping up with her trauma and inner demon of herself and those who are close to her almost died by Malware from Episode 4. This will be yet another dark episodes including introducing new villain and archnemesis for her. Be prepare to read it.

* * *

**Episode 6: Armor of Demon (I)**

After the crazy adventure in My Little Pony Dimension, Ben and his team have returned home safely. Billy and Darkstar have been sent to prison. Gwen and Kevin returned to Friedkin University for both university and work. Since Julie knew and remember of her forgotten past, Ben told Rook about his adventure and why he stopped being hero.

Though Team Ben continued patrolling and saving the day as usual, Julie is not among them due to her still struggling with her trauma over experience the loss of Ship's being dead. Now she needs a break from it.

Somewhere near to New York's district, Team Ben was battling with Trumbipulor and his newly mad warthog-like alien partner worn the purple and black leotard with a belt with a mark that looks like a silhouette of warthog, and also has purple and black boots and gloves, which are both fingerless and toeless - Thunderpig.

Thunderpig squealed out loud as he was swinging and powering up his energy flail. He charged and swung it at Four Arms, who got swung and thrown straight at the walls hard. He charged and attacked him. He barely dodged and evaded the attacks four times. He then slammed a punch at the warthog alien-like off. Recovering from the attack, Thunderpig powered his energy flail while chanted out wildly of his name. Seeing his enemy being distracted, Four Arms hits his Omnitrix, turning him into Fasttrack. He charged and launched the barrage of punches and kicks, with the help of Blazing Dragoon-Serpent Style, wounding and bruising Thunderpig a lot. As soon as he felt weak and pain, Fasttrack struck a punch at Thunderpig's face hard to the ground.

Fasttrack whistled, "Gotta love Wing Chun Pony Style. I gotta learn more of this."

Rook yelped in pain as Trumbipulor used his trunk in grabbing and coiling Rook's body. He thew straight at the ground. Tetrax charged and engaged the elephant-like alien in the fierce brawl for few times. Unfortunately, Trumbipulor proved to be too strong for him to handle as the former gave some punches on the latter for few times. As soon as he gave an uppercut hard punch straight at Petrosapien's chin, he was about to finish him off. Instead, Rook jumped over his head where he gave the latter a powerful slap on face, before using the Stone Cutter thrice on his head, knocking him out.

Ben called the Plumbers to come and collect the captured criminals. Team Ben was near to the Proto-Truk Truck Mode for rest.

"That was rough," Ben commented in relief.

"Indeed." Rook said calmly. He sighed, "It's a shame that Julie did not join us again. This is fourth weekn."

"Can't say I blame her. She needs time to cope up," Ben said sadly, "I know that well. I've been there before."

Rook sighed, "Yes. Having trauma will be difficult to overcome. Most of soldiers experience it, and unable to overcome it. I hope she is well."

"Don't worry. She will. She's a strong fighter," Tetrax said calmly and firmly, "After all, I personally train her to be the best."

"I sure hope so. The last thing I want is her doing something rash and stupid." Ben said in concern while looking at his Mr. Smoothie Drink, "I don't want to lose her again. That's the last thing I want now..."

* * *

Julie is at Mr. Baumann's Shopping Complex as she was helping and assisting him for serving the foods and drinks to customers, as well as delivering items and products to the neighborhood. After delivering the last item to the customer, she make her way back to shopping complex.

Upon returning to the complex, she spotted TV News involving of her boyfriend and team struggled and managed to defeat Trumbipulor and Thunderpig. Julie felt guilty and shame for not helping her friends out. Yet, her heart was hurt and ached a lot about worrying of Ship, and not get herself in her friends' way when she's still in trauma.

"You know you could have gone and help them out," Mr. Baumann suggested, scared Julie off. He continued with sincere tone, "Sorry, dear. I didn't mean to frighten you. Usually, Ben does that a lot when I was working."

"It's alright, Mr. Baumann." Julie said calmly. She turned and looked at TV News. While clenching her fist, she shed small teardrop on left eye, "Besides, I need some time-off from hero stuffs."

"You're a poor liar, Julie. I can tell that by your clenching fist and teardrop."

"Really? Didn't know you're a lie detector."

"When you're a shopkeeper, you'd able to keep your eyes out and listen carefully to the customers' behavior and action."

Julie sighed, "I really want to help Ben and his team. The usual saving the day routine. Every time I heard troubles I stopped myself from helping them. I'm scared that Malware is there, waiting to strike back." She held and hugged Ship tightly, "I don't want to lose him again."

Mr. Baumann nodded in understanding, "I understand what you mean. However, there are times when things become worse, you have to stand up and face the fear or else it will destroy everything."

"So, you're saying that I should stop hiding and fight back?" Julie asked in concern.

Mr. Baumann shook his head, "Well, maybe. But I'm sure when the time is right. You know what you have to do. Don't be scared and fight back. Ben has been through that a lot." He grunted, "Just wish he'd be more careful from wrecking my shop."

Julie smiled weakly, "Thanks, Mr. Baumann."

"Sure thing." Mr. Baumann said calmly as he passed the boxes of sushi set to her, "Take these for your family dinner. They're the best delicacy from Piscciss."

Julie grunted nervously before smiled weakly, "That's sounds... interesting..."

Julie and Ship exited Mr. Baumann's Shopping Complex. She was on the way home. Unknown to her, Khyber and his new hound were hiding within the bushes. While his new hound was snarling, Khyber smirked amusingly. looking at her.

* * *

Julie returned to home in time as she had dinner including Mr. Baumann's Alien Sushi Set with her parents while Ship was eating some broken spare parts. Her father is the middle aged Japanese Man with smooth straight mustache and goatee, black haired combed with spikes on sides worn bluish long sleeved shirt, white T-Shirt within and also brown pants while her American mother looked almost like her but older with brown short hair and has a hair clip worn pinkish blouse and long white skirt.

While the Yamamoto Family were enjoying their dinner, the father and mother couldn't help but feel worry and uneasy about their daughter. They recalled of her barely survived Malware's attack and now she didn't rejoin her team for patrol and save the day, though she attended to school and tennis practice for most of her time.

Julie noticed her parents' looks, "Mom, dad, is there something wrong?"

"Oh, no dear. Nothing wrong," Mrs. Yamamoto said calmly, "We just want to be sure that you're alright."

Mr. Yamamoto nodded, "You've been quiet lately since the Olde Bellwood Festival. I am not blaming your boyfriend for your safety, Sakura-Chan."

"Otōsan, Okāsan, I am fine. Just want to relax from the hero stuffs. And of course, I want to focus on my studies and tennis. That's all." Julie said firmly yet upset.

"And I am happy about it, Little Sakura," Mr. Yamamoto said calmly and relieved, "However, I can't help but feel worried for you. Something else's bothering you. I do not believe it was you and him are having argument again. It must be something else."

Mrs. Yamamoto nodded in agreement, "Indeed. Is there something you want to talk about? Papa and mama are here for you, Julie. Don't be scared to speak of what's in your mind. We want to help, Julie."

"Mom, dad, I already told you. I'm fine. I just want to take a break. That's all," Julie said calmly as she grabbed and clenched her fork while shed small teardrop, "Nothing at all..."

Mr. Yamamoto sighed, "I hope you are right. All I can advise is that you should not keep your feeling to yourself for too long. It's not very healthy. It could cause a consequence and loss."

"Your father is right. Don't push people away from helping you," Mrs. Yamamoto said seriously and firmly.

Though annoyed with her parents' insisting to help her, Julie sighed before wiped her tears off, "Hai, Otosan and Okasan. I will."

_**KNOCK!**_ Yamamoto Family were surprised as they didn't expected to have visitor. Julie approached to the door and opened it. She found Elena stood before her.

"Elena?" Julie asked in surprise, "What are you doing here?"

"Thought I should check on you. Ben told me to make sure you're alright," Elena answered calmly. She then noticed the family were having dinner. She felt embarrassed and awkward, "Ooh! Sorry. Didn't know that you and your family would be having dinner. Seems you're alright. Then, I'll be leaving."

"Wait, Elena. Maybe you should join us."

"What? Really? Are you sure? I don't wanna be inconvenience to you and your family."

"It's okay. It's not like you have other plans for tonight." Julie insisted, "So, why don't you join us for dinner? Plus, my mother is making the best Dorayaki, Purin and Dango."

Elena hummed thoughtfully, "Well. Now you mention it. I haven't had dinner. Plus, I've always wanted to try the Japanese dessert."

"Alright. Come on in, Elena." Julie said happily as she dragged and brought Elena in. She giggled a bit, "And also, watch out for Piscciss Sushi Set. Mr. Baumann gave me reward."

Elena groaned uneasiness, "Somehow, I'm feeling seasick now about eating alien sushi."

Julie introduced Elena to her parents, who were impressed and humble to meet her. All of them were enjoying the dinner and dessert, as well as having conversation about how they met and become friends. This made the girls and Ship uneasy and embarrassed to talk since they didn't start as friends in the first place.

Nevertheless, Yamamoto Family continued showing the Japanese Culture and Entertainment for Elena to learn and try, and even discuss over history, family photo album and some of heirlooms as well. They enjoyed her company for dinner and conversation, and as she them.

After the dinner, Julie helped and seeing Elena out from her home. Her new best friend gotten on her crimson bike as she ready to move out.

"Thanks for coming to my home, Elena. Hope you like it," Julie thanked in relief.

Elena smiled, "No. I should thank you, Julie. Having dinner with your family... Makes me feel like I'm home with my dad." She sighed sadly, "I miss him a lot."

Julie patted Elena's back gently, "Hey, don't worry. You're not alone anymore. You've got friends and team now especially your new crush on Cooper."

"W-What?!" Elena blushed in embarrassment before she nudged Julie's shoulder, "Stop it! But seriously, Julie, thank you."

"No problem. Coming here tomorrow?"

"If you allow it..."

Julie and Elena giggled playfully and happily as they gave each other a shake hand. The former enemy ride her bike off, returning to Plumber Headquarter. Julie waved 'goodbye' to her new best friend.

However, none of them are aware of Khyber's hiding behind the bushes. He took out the canister, consisting of blackish ooze with crimson circuit lines, single optic and has jaws has yellowish glow. He shook it up, making it hissed briefly before screech out loud. It even glanced at Julie entering the house. Sensing something in her, it began pouncing and breaching wildly and crazily the canister's glasses.

Khyber chuckled, "Feisty and hungry, aren't ya? Can't wait to 'bound' with her?" He smirked sinisterly as he opened the canister's cover, "Don't worry, friend. You're about to get it. She's very special, just for you, Viral..."

* * *

_**Flashback:**_

_Two weeks ago..._

_At Dr. Psychobos's Space Station, Malware was calmly and proudly looking at the tank of greenish radioactive water. With the uneasy and reluctant help of Dr. Psychobos and Albedo, they've managed to create and stabilize something alive yet monstrosity and scary. Khyber was there to watch the scene. The small blackish ooze slowly formed and turned into a newly demonic Mechamorph pup-like with red lines._

_"Is it finish?" Malware asked impatiently._

_"Yes, it is done," Albedo said firmly and proudly._

_"Indeed. That took us long to create a new Red Mechamorph alive. Quite tricky and difficult yet intriguing project you've requested us to do." Dr. Psychobos said amusingly before stuttered, "And I used the term loosely."_

_"Do you believe she is ready for the mission?" Khyber asked firmly._

_Malware scoffed, "I am confident that she is. She is part of me..."_

_"After testing her ability, strength and regeneration through trials," Albedo said calmly, "Yes, she should be."_

_Dr. Psychobos chuckled, "Indeed. Tennyson and his friends have no idea what they're up against especially the biggest surprise we're preparing for Azmuth and his pathetic Galvans. I will not apologize for my words towards your kind, amphibian fool!"_

_Albedo scoffed, "I don't care. I just want Azmuth only. He'll pay for what he has done."_

_"Agreed..." Dr. Psychobos snarled a bit._

_"Either way, we need some test before we could proceed with our project. And I know who will be our first victim. Khyber, you will deliver her to her," Malware said firmly and calmly. He turned and touched the glass, "Now. my first birth child awaken. The time is now, Viral..."_

_The Red Mechamorph or known as Viral snarled a bit as it slowly opened her one optic eye. She looked at him and his accomplices. She gave the loud yet proud screech that she is ready._

_Khyber smirked, "Looks like she wanted to start now..."_

_**Flashback Ends**_

* * *

It was already nightfall. Mr. and Mrs. Yamamoto have gotten on their bed. Julie already worn her pajamas, and also put Ship to sleep on dog's sleeping basket. And just before she could sleep, she turned and looked at the photo frame of Team Ben. She took and held it up while looking at it.

Julie sighed sadly, "I wish I was strong enough to help you guys and not worry about everything after I losing Ship to that monster. But I can't. I'm so sorry..."

After putting down the picture frame on table, Julie approached and gotten on the bed. She began sleep peacefully as she hoped that everything will be alright tomorrow. And who knows? She might able to help her team again, without worrying about facing off Malware since he was nowhere to be found yet.

After two to three hours has passed, Julie was sleeping peacefully, though she often grunted and disturbed by brief nightmare. Her bathroom's window was slowly opened. Khyber stood before it. He poured out Viral from small canister. She hissed darkly and monstrously as she slithered down from the wall to the ground. She then looked up ahead, where she found Julie on the bed and also Ship on his dog sleeping basket.

As Ship was busy sleeping peacefully, Viral latched her tentacles, pulling and dragging him into bathroom before locking the door. She snarled at him for the moment. She hissed sinisterly as she jumped and attacked Ship, who just woke up and tried to fight back. Both of them fought fiercely and wildly inside bathroom.

The fight has been silenced for the moment. The door was opened and revealed Viral emerging from bathroom while Ship was nowhere to be found,. She then slithered towards the bedroom, where she makeshift into a giant snake-like, slowly rising up before Julie. While looking at her, she hissed and smirked sinisterly as she began wrapping and coiling her tail around the sleeping Julie.

Tightening her coiled tail, Julie grunted a bit of pain yet she refused to wake up due to her struggling with her nightmares. Viral slithered out her tongue in licking her victim's face while hissing pleasingly and amusingly. She opened her jaws wide open, placing close to Julie's head. The red Mechamorph began devouring her whole alive. Could this be the end?!

* * *

_**Dream Sequence**_

_Julie panted heavily while running very fast across the Bellwood City as if something is chasing and hunting down on her. Tripped by the banana peel, she fell on the ground hard. She groaned in pain while slowly getting up. She turned and found a large Red Mechamorph Snake-like hissing and screeching out loud at her. And just before she could do anything, her left leg got grabbed and dragged towards it._

_Its tail raised and pulled up Julie to face at the Red Mechamorph. And before it could do anything, its eye got blinded by greenish laser. She turned and found Ship was snarling as it was bouncing and charging straight at it, letting and dropping Julie down hard. Seeing both red and green Mechamorphs were fighting, Julie quickly went and hid behind the shop's door while watching the battle between them._

_Both Ship and mysterious red Mechamorph were snarling and growling at each other for the moment. They charged and pounced at each other angrily and wildly. They swung their makeshift paws and even biting at each others' heads, bodies and tails for few times. They even shot out the laser beams as well. After the brief skirmish, Ship tried to fire the laser beam again but missed as Red Mechamorph dodged down and launched her head at green Mechamorph's face, knocking him down. It then began chewing down on Ship, killing him._

_Scared and worried that she's next meal for the monster, Julie make the run. Unfortunately, the Red Mecharmorph spotted her running. It slithered and chased after her. After cornering her to dead end, it playfully and amusingly hissed at her, scaring her more._

_And just before Julie could do anything, Red Merchamorph launched its makeshift tongue, coiling and wrapping her left leg. It then pulled and thrown her off on midair. While falling in midair, she screamed and panicked in fear as she's heading straight at the mouth of Red Mechamorph. Before she could do anything, the mechanical beast snapped and closed its jaws, devouring and swallowing her alive from long throat into its stomach._

_**Dream Ends**_

* * *

Julie screamed in fear, waking up from her nightmares. She panted and breathed heavily before slowly sighed calmly. She grunted a bit before rubbed her head gently. And just before she could stand up, she noticed something amiss.

Julie realized that she's not in her bedroom anymore, but at the top of Billions' Skyscraper Tower. While wondering of how did she end up here, she noticed something surprising and shocking on her body. She's in Armorstrike Mode, but with red circuit lines, has spikier fangs-like visor, her shoulder and knee pads are much more spikier, her fingers are sharper, her helmet's back is spikier and her chest plate has a triangle optic-like.

"Ship? Is that you?" Julie asked in surprise and shock. 'Ship' beeped brightly with saying 'ship'. She then inspected her armor and body carefully, "Wow. I didn't realize that you can evolve and become like this. I feel awesome and powerful too."

Seeing and checking no one's around in the area, Julie gave a sly smirk of testing 'Ship's new powers, "Well, it's not like Billy could be bother about his building since he's in jail now.

Julie approached to the concreted wall. She slammed her punch right at it, cracking and making a hole on it. She surprisingly lifted up three to five air conditioner like it was nothing. Using her speed powers, it takes her 20 seconds to move from lobby to top level. She also found out that she can turn into invisible, and also her jetpack became more advanced with wings. She then make and tested her weapons and gadgets consisting of highly glowing crimson energy twin katanas that can combine into a dual katana, armored advanced heavy blasters with shotgun, missile launcher, sniper, Gatling Turret Blaster, grappling hooks and flying shurikens from her gauntlets and even highly powerful detonators to explode.

Julie has been happily and excitedly testing her newly evolved crimson Mechamorph Armor's abilities and weapons for a while. She almost destroyed the whole top of the building's. She took out her helmet. She smiled while looking at it.

"Wow! This is amazing! Ship, you're the best! I can't wait to tell Ben and others about it," Julie exclaimed happily. She then heard some explosion from the small town. She hummed amusingly as she put her helmet on, "Oh. I can show them now. They're gonna love it."

* * *

Zombozo and his Circus Freaks Gang were on the run across the public street. Ben in Spidermonkey, Rook and Tetrax were chasing after them now. Some of Circus Thugs armed and fired their blasters at Team Ben, who quickly dodged and blocked the attack. Tetrax and Rook fired their blasters at them while Spidermonkey quickly shoots his web in trapping some of them to the ground.

"Give it up, Zombozo! You can't keep running!" Spidermonkey called out.

Tetrax nodded, "You're going back to jail!"

"I don't think so," Zombozo snapped firmly, "Now, my little pretties, teach them a lesson!"

Circus Freak Trio quickly used their powers to push them back via Thumbskull threw coupe of Hot Dog Stalls and Benches, Acid Breath launched his acid and Frightwig swung her wig's tentacle at them. They managed to throw off Team Ben's guard, forcing Tetrax to summoned the crystallized walls for blockade. They then found Circus Freak managed to evade and escape them again.

"Sometimes I hate clowns..." Spidermonkey grumbled angrily.

"Why do you hate clowns in the first place?" Rook asked curiously.

Spidermonkey groaned in embarrassment, "Because I tried to watch the horror movie..."

"That was an awkward..." Tetrax commented in surprise.

**_SCREAM! BANG! POW!_** Team Ben was alerted by the noise. And they even saw a scary shadowy figure was attacking and beating up Zombozo and his Circus Freaks. Hitting his Omnitrix, Spidermonkey turned into NRG. He and his team hid behind the cornered walls as they all armed with their weapons and readied to strike.

As NRG counted down to three, Team Ben gave the loud battle cry as they charged into the alley. Before they could do anything, they found something shocking and unexpecting. They saw most of the Circus Freak thugs were defeated and knocked out. Thumbskull got his head stuck into the wall. Acid Breath struggled getting the ball out from his mouth. Frightwig got trapped inside the large dumpster.

But the biggest surprise of all, Team Ben was looking at Julie, in her crimson Armorstrike Mode, was holding frightened and worried Zombozo.

Zombozo screamed in fear, "Please, don't eat me alive! I surrender! I surrender!"

"That's more like it. Punk ass." Red Armorstrike smirked amusingly as she dropped Zombozo down hard. She turned and looked at Team Ben, who was in shocked and surprised. Removing her helmet while shaking off her long hair, she smiled and waved happily and lovely to them, "Hey, guys."

Ben blushed in red, "J-Julie? Is that you?"

"That's me," Julie giggled. She purred like a cat while using her index finger tickling Ben's chin teasingly, "Face it, Tiger. You've just hit the jackpot."

Ben stuttered in shock, "H-How?! W-What?! When?! What the heck's going on?!"

Rook nodded in agreement, "I agreed. What just happen? And what are you doing here?"

"And what happen to Ship?" Tetrax asked in concern and surprise, "He looks different."

Julie shrugged innocently and playfully, "No idea. But I like it."

* * *

In the morning, Team Ben returned to the underground Plumber Headquarter. They then reported to Max involving of capturing the Circus Freak and also Julie returned to the duty, along with 'Ship's evolving and upgrading into more advanced and stronger form. The reports shocked Max and the whole Plumbers as they did not expect it especially 'Ship' being upgraded into red form.

They were now at the science laboratory, where Cooper and his science division were working, researching and experimenting on science projects. 'Ship' snarled and fight back at some scientists, who are trying to get his DNA. Thanks to Julie's help, she managed to cut off some tissue part and pass it to him.

Using the microscope, Cooper looked through its DNA carefully. Elena, Driba and Blukic also helped him out to study. Team Ben was waiting for the results.

"Wow... This... This is something..." Cooper said in surprise while looking through the microscope on 'Ship's tissue piece. He continued, "I've never seen like this before. A green Mechamorph able to evolve into a red and advance species."

"So, what do you think?" Ben asked in concern, "Is it possible for Mechamorph to evolve, without the use of Ultimatrix?"

"It's impossible," Driba said in concern and uneasy while writing down on his pad, "There were none of the aliens has ever evolve naturally over the million years. And even if it does happened, we'd never heard of it before."

Blukic nodded, "It's true. Ultimatrix is the only device that possessed unique and rare power source to evolve them." He grumbled a bit, "Not to mention, that hunk of junk gave the life to the Ultimates. So, Azmuth destroyed the device, making sure it doesn't cause the problem again until that no good Albedo stole it, repaired it and used it."

"Still, how does he do it in the first place?" Rook asked curiously.

Max nodded in agreement, "Yes. I agreed. This is unexpected."

"What's wrong with that?" Julie asked calmly as she patted 'Ship' calmly and gently, making him hissed pleasingly. He raised his head up to lick her face, she giggled, "Shouldn't that be good thing? My ship evolved and gotten stronger before."

"It's not that, Julie. It's just unexpected to see an alien able to evolve," Tetrax said in surprise, "You usually you see them from the Anime only..."

"And not to mention, it's very rare to see Mechamorph being red. And the only alien I know of is Malware." Ben said in concern, "So, why Ship? Why now?"

Rook hummed in concern, "Indeed. This is rare..."

"Well, we'll never know. I need time to study and analyze its molecular cells and its ability." Cooper sighed as he departed from the microscope. He wrote down on his writing pad. He continued, "But for now, I need more data about him."

"Like research and experiment?" Julie asked in concern, "Wouldn't that hurt Ship?"

Elena patted Julie's back, "Don't worry, Julie. We just want to see and test how strong, fast, skillful, intelligent and advance Ship is. Nothing serious and bad."

Though still worried and unconvinced, Julie smiled as she trusted her teammates very much that they wouldn't harm and hurt her and Ship. She nodded in understanding and calmly. She and her friends headed off to training chamber for trials and testing. Cooper, Driba and Blukic remained behind to study on Ship's skin tissue.

"Yeah. Hopefully, it doesn't," Ben said in concern and uneasiness.

* * *

Team Ben, Max and Elena are now at the training chamber, where they can train and test Julie's newly evolved form of red Mechamorph Armor. They need more data of her new abilities and skills, and even its power as well.

While Max and Elena was inside the computer room while Team Ben on the training ground. Julie and 'Ship' were standing before Ben, Rook and Tetrax. The red Mechamorph jumped and merged with Julie as they both became Red Armorstrike. She's in battle position.

"Alright, Julie. We're gonna do some testing on your abilities and skills of how strong, fast and advance you and Ship have become," Max said seriously and firmly, "But remember, this is just training, not battle."

Red Armorstrike nodded firmly and calmly, "Yeah. I got it. Can we get started?"

Max, shocked and surprised, dig some wax out from his ears and asked, "Did I hear correctly?"

Elena looked worried and said, "Yes, you did. And so did I..."

"I do not remember her being so eager for a fight," Rook said in concern.

Ben nodded in agreement, "Yeah. She wasn't so eager, just want to help only..."

"Alright, let's get started," Tetrax said firmly, "Start the training program."

As ordered, the training chamber has initiated its program, launching the probes with blasters and missile launchers, fighting drones, movable pillars with maces and swords, walls firing the arrows and laser beams, and more traps and obstacles.

Red Armorstrike smirked proudly and amusingly as she is ready to engage the obstacles. With Max's giving the signal, she charged straight at them. The first wave charged and engaged her. She responded by punching, kicking and even performed her karate moves against them for few times. When facing off the warriors with swords and spears, she activated and used her glowing crimson energized twin katanas in attacking and defeating them at ease. She sometimes even combined them into dual katana before engage them at once. She also used her gauntlets to fire some flying shurikens at them.

Found more drones loaded up and aimed their blasters at her, she readied and fired her newly advanced heavy blasters at them, and even used its secondary function - shotgun at couple of armored drone guards. She used her sniper blasters in sniping down the enemies from the distanced and hidden areas. She fired the Gatling Turret Blaster in taking down the large number of enemies, and even fired the missiles and detonators at military transports, obstacles and traps.

After surviving the traps and enemy attacks, Red Armorstrike is now facing Team Ben. Rook was the first to charge and engage her. He used both Stone Cutter and Blazing Fist in attacking her. She dodged and evaded the attacks swiftly and calmly. He tried with Lightning Swift Kick, she even blocked and deflected the attacks for few times. He jumped and struck his Stone Cutter at her. She quickly grabbed and swung him around five times before slammed to the ground hard.

Tetrax was next. He armed himself ready to engage Red Armorstrike. Armed with shards, he charged and engaged her in sword fighting. They both swung and clash their swords at each other for two to six times. They then clashed for the moment. And just before he could do anything, she gave a headbutt against his. She then swung and struck hers at him, who barely dodged and blocked the attacks while trying to fight back for fives times. He was about to charge. Combining them into dual katana, she unleashed the powerful EMP Shockwave, knocking him off.

Red Armorstrike turned and faced Ben, who just activated his watch and turned into Four Arms. He crackled his fists for the fight. He charged and swung his punches at her, but missed as she dodged and evaded the attacks for ten times. As soon as he missed his chance of striking the uppercut, she rammed him off before slammed couple of punches at him by chest for five times. He quickly turned into XLR8 as he quickly and swiftly punched and kicked her for ten times. Thanks to her visor, she's able to detect and tripped him off. He quickly transformed into Karate Hawk. Both of them have fierce martial arts battle against each other for a few rounds. They're both almost equal to each other until she kicked him by guts before slammed a punch straight at her face.

Seeing she has defeated all three of them, Red Armorstrike cheered wildly and happily, "Oh yeah! Armrostrike, one! Team Ben, Zero!"

"She does realize that this is merely training and getting more data," Rook asked painfully.

Transformed back from Karate Hawk, Ben groaned a bit, "I think she knows. She just enjoying her victory. I would do the same too."

Tetrax grunted, "Well, she got her wish."

Emerged out from the lift, Max and Elena approached to Team Ben for more discussion.

"Nice work, Julie. You really put up a great fight with your upgrade. I've got all the data I need for Cooper and I to study," Elena said calmly.

"Don't get cocky, Julie," Max said seriously and firmly at Julie. He continued, "Just because Ship have upgraded and evolved doesn't make you powerful. There will be stronger opponent than you. So, watch yourself and your team, and don't underestimate them too."

Julie groaned in annoyance, "Yeah, whatever."

Everyone was in shocked and surprised by Julie's response. Usually, she responded it humbly and well-mannered too. Something's up with her.

Suddenly, the alarm blared out, alerting Team Ben, Max and Elena. The holographic form of Magist Patelliday appeared. He reported, "Tennyson, I bring news! We've got the situation on downtown. And you won't believe who's showing up on the radar again!"

"Who is it, Patelliday?" Max asked.

"Quintessa..." Magister Patelliday said seriously, shocking Team Ben and his allies. He continued, "Looks like she hired Rojo and her gang again for her secret mission. We were planning to send out our forces. But Colonel Rozum and Agent Fowler insisted that they will handle her."

"What?! Is this a joke?!" Max asked in shock and annoyance, "They want to confront and handle her. They'd be dead by second if they find her. What were they thinking?!"

Magister Patelliday shrugged, "I wish I knew. But I suspect that they know something about her. I bet this has something to do from 5 years ago about machine invasion."

"First Stonehenge, and now this. They know something about Quintessa," Max said seriously and firmly, "And whatever it is, we intend to find out. We have to find and capture Quintessa."

Ben nodded firmly, "Got it, grandpa. Team Ben is on the job."

* * *

Boarding into the Proto-Truk; Team Ben, Max and Elena were heading straight to the downtown of Bellwood Town. Upon arriving to their destination, they found couple of military soldiers were beaten badly while their tanks and hummers were destroyed. They even found a large hole on it as well. They suspected that Quintessa or Rojo's Gang have defeated them.

"Wow. They sure got her," Ben remarked sarcastically.

"I don't think they did," Rook disagreed. He then noticed Ben's glare. He yelped, "Oh! Sarcastic. I see..."

"Well, whatever the case, we have to find and deal with Quintessa before she could cause more damages," Tetrax said firmly.

Elena nodded, "If we can capture her alive, we can interrogated and questioned her of what she is and what she's really after. You guys did say that she's responsible for the invasion from five years ago."

"Do you guys always so chatting when we're on the mission?" Red Armorstrike asked dryly and annoyingly. She scoffed aorrgantly, "No wonder we'd never get the job done. How embarrassing you guys are. Let's move out and deal with it."

Everyone was shocked by her words, though they can't argue with her about the situation. They have the mission to focus on. Just as they approached to the hole, they were ready to jump in.

"Hold it right there!" The firm voice called out. Everyone turned and found Agent Fowler and Lieutenant Steel have arrived on the scene. The Special Agent spoke, "I thought I told you that we're dealing with the situation. Quintessa is ours to deal with."

Max grunted a bit while looking at the site of defeated soldiers, "No disrespect, Agent Fowler. From the looks of this, I'd say she beat the crap out of you and your soldiers."

"This is just a setback. I've got the situation under control. I've already sent the team to deal with her now. So, pull your team back now."

"No can do. You pull yours first. We'll handle it!"

"I'm warning, Magistrate Tennyson! Stand down or you'll be arrested! You're interfering the government affair, this is not your fight! That is an order!"

"The Plumbers is the Intergalactic Law Enforcers! When it involved of alienated and unnatural affairs, we responded it. We don't just work for the United Nation, we work for the galaxy. Let us do the job now! And also, it's Magister Tennyson. Magister is the highest rank of Plumbers."

"Stubborn than the other team, no doubt..." Agent Fowler snarled a bit, "Very well. Lieutenant Steel, arrest them!"

"Yes sir," Lieutenant Steel nodded firmly. He and his SECT Agents armed with blasters and cuffs. This alerted Team Ben. He spoke regretfully, "Sorry, but, no hard feelings."

Red Armorstrike smirked amusingly and sinisterly, "No hard feelings."

And just before Lieutenant Steel and his agents could do anything, Red Armorstrike charged in as she ran in high speed while knocking out most of them. Everyone was alerted by her reaction and attack. Just before Agent Fowler and Lieutenant Steel could do anything, she grabbed and held them by their collars.

"Still think you should arrest us, idiots?" Red Armorstrike asked amusingly. Agent Fowler and Lieutenant Steel grunted and struggled to escape her grip. She scoffed with sly smirk, "In fact, you should let us handle her. We're better of handling her."

"Julie, put them down! I mean it!" Ben demanded angrily. Annoyed by her boyfriend's demands, Red Armorstrike put Agent Fowler and Lieutenant Steel down. Both coughed and breathed heavily. He continued, "What was that for, Julie?! Are you trying to get us into trouble?!"

"So what? They were in the way..." Red Armorstrike snarled dryly.

"Yeah. I get that. But we could have done something better like try to talk them or even avoided them. That could avoid the trouble."

"They would get in the way. Better teach them the lessons of not interfering our mission or else they'd be dead."

"We don't kill! We beat and arrest them!" Ben snapped firmly, "That's what heroes do."

Red Armorstrike growled darkly with dark sinister voice, "You know what? That's your biggest problem, Tennyson. You're so weak and pathetic to do what must be done..."

Team Ben was alerted by Red Armorstrike's rude remark at Ben. And just before anyone could do anything, she moved and pushed them aside. She was heading towards the large hole. Then, Jimmy has arrived at the scene as he brought the camera along.

"Hey, Julie!" Jimmy called. Red Armorstrike turned and looked at him. He continued and used the camera shooting on her, "Gotta love your new looks! Ship's really done it himself! It looks awesome! Make some action pose! Give me the best!"

Annoyed by Jimmy's demands, Red Armorstrike used her gauntlet's grappling hook in capturing and throwing the camera to the walls, breaking it to pieces. Everyone was in shock of what they just saw. Did she just broke his favorite camera?

"Piss off, brat!" Red Armorstrike snarled with deep mechanized voice.

Red Armorstrike jumped and entered the hole at once. Jimmy approached to it, along with Team Ben.

"What the heck was that?!" Jimmy demanded angrily. He turned and looked at Ben, "What's wrong with her?"

Ben hissed as he readied with his Omnitrix, "That's what I want to know. Let's go. Just hope she doesn't do anything stupid as I did."

Rook nodded, "Indeed. I fear for her safety."

"Something's wrong with her..." Elena said in concern.

Team Ben immediately jumped into the hole at once. They're going after her, and making sure that she doesn't do anything stupid. Jimmy remained behind as he moaned in upset tone while looking at his broken camera.

Agent Fowler grunted as he took out his military radio and contacted, "Prime, Fowler here. We've got complication. Tell your team to stand down."

* * *

Somewhere deep inside the underground, Rojo and her gang were holding and carrying the couple bags of technologies and spare parts. They were following their client - Quintessa, who was leading them through the tunnels. Once again, Rojo and her gang have new upgraded armors yet again, thanks to the Cybertronian Witch.

While they continued walking down through the tunnels, Quintessa halted her movement, making them to stop as well.

"What's up, witch? Did you forget something again?" Rojo asked suspiciously.

"We've been followed," Quintessa said calmly and amusingly, alerting the gang. She looked around of her surroundings, "You can come out from your hiding, my dear child..."

Rojo and her gang loaded up and armed with their weapons for a fight while looking around and searching for the intruder. As the subway train was passing through its on right side of tunnel, its multiple lights shinned upon them. After it passed by, there was nothing in their area.

And just before Rojo and her forces could move out, they found something ahead of them and their client. Red Armorstrike stood before them.

"So, you've came..." Quintessa said amusingly.

"Armorstrike... Or should I say Yamamoto Julie," Rojo said amusingly, "Well, this is a surprising of the event. Didn't know you'd be dumber enough to come here alone to face us."

Quintessa hummed thoughtfully, "Yes... That is odd of you..."

"I just want to get the job done," Red Armorstrike said darkly and dryly, shocking the group. She smirked, "You ready to die?"

Shocked by her threats, Rojo and her gang laughed out loud amusingly at her. Red Armorstrike was annoyed and irritated as her hands slowly summoned the glowing red energized katanas. And at the same time, her armor's triangle optic-like glowed darkly as well.

"She can't be serious?" Azul asked amusingly.

Amarillo giggled playfully, "Yeah. She really think that she can take us down. She doesn't have what it takes to kill us. After all, heroes don't kill-!" To her shock, Red Armorstrike swung and slashed her first katana at her left eye, scarring it. She yelled in pain, "Son of a bitch! What the hell?!"

And just before Amarillo could do anything, Red Armorstrike jumped and gave a swipe kick at her head. She fell to the ground. Azul groaned in anger as she charged and attacked her. She dodged and evaded the attacks swiftly and quickly for few times. She then activated and fired her advanced blaster's shotgun at her armor, causing her to fell down hard.

Red Armorstrike turned and glared at Rojo and her gang. She smirked darkly, "Who's next?"

"I don't know what's going on. Take her out!" Rojo demanded angrily.

As ordered, Rojo's female gangster charged and engaged Red Armorstrike. The crimson Mechamorph Warrior smirked amusingly as she armed with her twin katans. She fiercely engaged and attacked them at once. Azul and Amarillo recovered and also engaged her as well. She has proven strong and violent for them to handle. They unable to defeat her.

"This is not her..." Quintessa said calmly and suspiciously. Rojo was alerted by her talk. She continued, "Something's influencing her. Something filled with pure rage and anger. It reminds of a certain Decepticon Lord."

Rojo grunted as she armed with her blasters, "I don't know what you're jabbering about, but I'm gonna take her down."

While Red Armorstrike was fighting off the goons, Rojo approached her from behind. She activated her blaster's taser in shock and electrocuting her to the ground. She and her gang began attacking and kicking her by guts, unaware that her body's glowing in dark red and she even hissed angrily.

And just before they could finish her off, something was very fast in knocking them off one-by-one. It stood besides with Red Armorstrike was none other than XLR8. Rook, Tetrax, Elena in her Nanite-V and Max have arrived at the scene as well.

"Why don't you pick somebody on your own size?" XLR8 exclaimed firmly. He hit his Omnitrix as he turned into Mole-Stache. He smiled proudly, "I've been wanting to try this gentleman. Let's see what he's got with his mustache."

"Alright, team! Engage them!" Tetrax ordered firmly.

As commanded, Team Ben charged and engaged Rojo and her gang at once. While the team were fighting and defeating most of the thugs and goons, they also fought and engaged the leader and her henchwoman. Mole-Stache and Red Armorstrike were fighting Rojo. Tetrax and Max were battling with Azul. Rook and Nanite-V are dealing with Amarillo. Quintessa stood there to watch the battlefield.

Azul fiercely engaged and attacked Max and Tetrax, who dodged and evaded the attack swiftly and quickly for few times. As soon as they moved back, Azul launched the rocket punches at their faces. She approached to Max as she was about to finish him off. And just before she could do it, he swipe a kick against her legs to make her fall down hard. He then kicked her straight towards Tetrax, who slammed on the ground, summoning the crystals to trap her. She grunted as she unleashed her power in broke through the prison. She grabbed and slammed the Petrosapien down for her to launched the barrage of punches on his face before he kicked her off. Max grabbed and slammed a stick on her head, knocking her out.

Rook and Nanite-V are facing off Amarillo, who is running and surrounding them in high speed. She even charged and slammed some punches on their faces for a few times. After barely surviving the barrage of punches, she jumped and fired her blasters in knocking them off. They struggled to stand up and fight but she continued attacking them fiercely and firmly. As she continued attacking them in high speed, Nanite-V summoned her nanites and make them create ropes in tangling and trapping Amarillo, allowing Rook to launch the Stone Cutter at her off. They both gave each other a high five.

Mole-Stache and Red Armorstrike are facing off Rojo. And just before they could do anything, Red Armorstrike charged and attacked Rojo, who firmly and swiftly evaded her attacks before swung and struck some punches at her face for few times. She then grabbed and gave a powerful nudged against her guts before thrown straight at the walls. Mole-Staches's mustaches formed into two large fists as he readied to fight. Rojo smirked as she readied to fight. Both of them were dancing around while waiting and readying for their opponent to make the move. As they did, they both began a fierce brawl of punches at each other. Thanks to his mustache's strong fists, he was able to endure the punches while fighting back.

While Mole-Stache and Rojo were locked on fighting with each other, Red Armorstrike recovered from the attacks. She turned and glared at Rojo. She snarled angrily and viciously. She screeched out loud as she jumped and rammed Rojo to the walls. And just before the mercenary could do anything, she torn out of her weapons and armor's parts while punching, kicking clawing and scarring her viciously until she dropped to the ground hard. She grabbed and held Rojo up.

"Okay! I give in!" Rojo exclaimed in fear. Red Armorstrike slammed another punch on her face. She yelled in pain, "What the hell?! What are you doing?!"

Red Armorstrike smirked as she held the katana, "Terminating you for good!"

Rojo screamed in fear, "What! No! Don't! I don't wanna die!"

Mole-Stache gasped in shock as he quickly used his mustache to grab and hold on Red Armorstrike. He shouted out, "Julie! Stop it!"

Red Armorstrike grunted in pain, "Let me go! I'll finish her. I'll kill her!"

"No! You can't! This isn't you!" Mole-Stache snapped firmly, shocking Red Armorstrike. He continued, "Despite they're the bad guys, heroes never resort to kill them! And above else, I would never let you do this. Killing is not your thing! You're a kindhearted person to such a thing."

"W-What?" Red Armorstrike asked in shock and concern. She turned and looked at Rojo being beaten up. She asked in shock and concern, "What did I do?!"

"The Galvanic Mechamorph..." Quintessa said amusingly yet calmly. Everyone turned and looked at him. She continued, "It change you. It gave you the strength and also pure rage and anger taht you have yet reach that level, child. I'm impressed."

Transformed back to human form, Ben said firmly, "Don't know what you said. But you're going down."

"Agreed." Red Armorstrike said firmly while readied with her blasters, "Give it up."

Quintessa smiled amusingly, "I'm afraid I cannot surrender now. I have too many works to perform. I cannot fall behind now. Till we meet again."

And just before anyone could do anything, Quintessa teleported herself and couple bags of technologies and spare parts, escaping the battlefield. They all sighed in relief that they have survived the battlefield. They turned and glared at Red Armorstrike.

"What was that about?! Did you realize of what you just have done?!" Max demanded angrily, "You didn't just challenge the authority, Julie. You've abandoned your team, go solo and engage the enemies by yourself, almost got killed and the worst of all - you tried to kill the criminal?! She's a human!"

Julie was shocked and hurt, "I... I didn't mean it. I just-!"

"Save it, Julie. I don't want to hear it," Max said seriously, "You clearly need some serious discipline and timeout."

Julie turned and looked at her friends, "Guys, I didn't mean to go that far."

"I believe in you," Ben said calmly while patted Julie's shoulder. He turned and looked at her armor, "But I'm not sure about 'Ship'. There's something not right about him."

Rook nodded, "I don't like judging, but you seem to be aggressive and fierce than before. And also, you almost desire the death of a criminal."

"Julie, I'm worried that you're becoming like me." Elena said in fear and concern. Julie was confused. She continued, "I meant letting power control you and becoming monster."

"No! I'm not a monster. I can't be!" Julie protested.

She turned and looked at the broken glass, which has her reflection. With flick of light shined, it revealed the demonically form of Armorstrike that has a blackish helmet with three sharp spikes formed a crimson fangs over the fang-like visor with black mask-like that has red spikes, spikier two silver horns-like communicator with yellowish horns and spikes snarled and hissed at her. It scared her off. Team Ben got alerted by the reflection.

"W-What was that?! You saw that?" Julie asked in concern.

"We did," Elena said seriously, "Whatever it was, it's not a good omen."

Ben nodded, "Yeah. I've got a bad feeling about this..."

* * *

Inside Dr. Psychobos's laboratory, Malware and his accomplices were watching on the computer's screen, which revealed the video footage of Team Ben's battle with Rojo and her gang. The crimson Mechamoprh smirked proudly and amusingly of what he has seen.

"Impressive..." Malware commented.

"Indeed, it is." Albedo agreed, "I'd say that the field test is complete. She has the possession of Julie Yamamoto. She will collect and provide more vital information we need."

Dr. Psychobos chuckled, "Indeed. We will use them against Azmuth and the pathetic Galvans. And I used the term loosely."

"Indeed, it is." Malware said pleasingly. He turned and looked at Khyber, who has arrived and entered the chamber. He asked, "I assumed that you have him."

Khyber smirked, "Indeed, I have." He then lifted up the cage, revealing weakened and injured Ship. He continued, "They have never suspect about Ship is an impostor."

"Perfect..." Malware said amusingly. He approached and took the cage. He looked at weakened Ship. He chuckled, "Welcome to your new home, weakling..."

Ship quivered and shivered in fear while meowed as he is scared of Malware while wanting to go home and see Julie...

_END..._

_Review and Suggest..._

**Main Casts:**  
Kelly Hu: Julie Yamamoto/Armorstrike/Red Armorstrike, Ship, Viral  
Johnny Yong Bosh: Ben Tennyson, Albedo  
Bumper Robinson: Rook Blonko  
Dave Fennoy: Tetrax Shard  
Tia Texada: Elena Validus

**Minor Casts:**  
Paul Eiding: Max Tennyson, Blukic  
Kirk Thornton: Malware  
Johnathon Freeman: Dr. Psychobos  
David Kaye: Khyber, Mole-Stache  
Eric Bauza: Driba  
Nolan North: Cooper Daniels  
Douglas Rye: Mr. Yamamoto  
Jennifer Hale: Rojo, Mrs. Yamamoto  
Genma Chan: Quintessa  
Juliet Landau: Azul  
Alyson Stoner: Amarillo  
Richard McGonagle: Four Arms  
Dee Bradley Baker: Fasttrack, Spidermonkey, NRG  
Jim Ward: XLR8  
Yuri Lowenthal: Karate Hawk

**Cameo:**  
John DiMaggio: Zombozo  
Corey Burton: Mr. Baumann  
Rob Paulsen: Magister Patelliday  
Scott Menville: Jimmy Jones  
Ernie Hudson: Agent Fowler  
Michael Gough: Lieutenant Steel


	7. EP7: Armor of Demon (II)

**Episode 7: Armor of Demon (II)**

Inside Dr. Psychobos's Space Station, Malware and his allies were inside at the laboratory. While Malware and Khyber were waiting and watching the event, Albedo and Dr. Psychobos were working on the computer to analyze and study the sphere, which containing the wounded Ship inside.

"So, what have you learn from our little friend?" Malware asked calmly.

"As far as we know about this Mechamorph Pup, it's just a regular and normal as others," Albedo said calmly and firmly while looking at his computer's screen.

Dr. Psychobos stuttered amusingly, "Indeed. And despite not being an artificial Mechamorph Armor, he was able to merge with her and form into Armorstrike. Quite intriguing. And I used the term loosely."

"There must be an explanation of how he was able to do so." Malware said dryly and darkly, "I've placed that female human's blood into Viral, so that she can bond and merge with her without rousing some suspicious. I did not expect that could work on her."

"Perhaps, this female is not what she seems to be..." Khyber said calmly and amusingly.

Albedo hummed thoughtfully, "She could be the answer of why the Mechamorph Pup able to merge with her."

Khyber nodded firmly, "Indeed. You did used most of her blood in Viral, making sure that she's perfectly bonding with the mate. So, there's nothing much for us to study."

Dr. Psychobos chuckled, "Perhaps, we should inform Viral to retrieve and send her here for studies. I looked forward for dissecting on her. To see what makes her very thick."

"No..." Malware said calmly and firmly, "She will continue as we've planned. We must make sure that this Julie Yamamoto is completely bonded to Viral, so that the rest of humans and other aliens will share the same fate as well. And then, we shall have our revenge on Azmuth."

"Indeed. He will pay for what he has done to us," Albedo smirked with sly.

Dr. Psychobos chuckled sinisterly, "Yes. I can hardly wait. And I used the term loosely."

* * *

Inside the Plumber Underground Headquarter, Ben just came out from his quarter. He yawned out loud while stretching himself out. He grumbled and muttered in annoyance of having late night to deal with Quintessa and also Julie's unusual behavior. He arrived at the command center, where Max, Tetrax and Rook were making breakfast.

"Hey guys," Ben greeted tiredly.

"Good morning to you as well, Ben," Rook greeted calmly. He then drank his coffee calmly and gently. He sighed as he passed the chocolate cocoa to Ben, "Cocoa?"

"Thanks. And I assumed to say that Colonel's mad at us?" Ben asked suspiciously.

Rook nodded firmly, "Indeed, he is."

"Colonel, I don't care if this is your classified mission! But if anything bad happens to my home, my team and units will respond and deal with the situation than letting it escalated," Max said firmly and seriously, "Unless you're willing to explain about Quintessa, I will not stand idly by."

Colonel Rozum grunted in frustration, _"Listen, Max, it is not my position to tell you everything, not without the permission. The U.S. Military is not happy about this and your failures."_

"Your military didn't fare any better of capturing her alive either. Maybe you have tell us what are we dealing with, we could have succeeded it."

_"No. I've already told you. It's classified. You should just leave it alone. The U.S. Military has given me strict order. If you ever interfere our operation involving Quintessa, I'm afraid that I have no choice but to arrest you. Don't make me regret."_

The computer's screen went blank. Max sighed in annoyance before took a sip of his ginseng tea. He turned and looked at Ben and his team.

"The nerve of him. Keep giving excuses about operation being classified like imprisoning 775 prisoners at Area 51," Max grumbled in frustration, "He never learns."

"Still, why are they so determined to hunt down and capture Quintessa alive?" Rook asked.

"That's what I would like to know," Tetrax asked in agreement.

"Until she reappear, we stay down for now," Max said seriously and firmly. He turned and looked at Ben, "But that's not the only thing I'm worried about."

Knowing what his grandfather was talking about, Ben sighed in shame and concern over last night, "Julie..."

"Yes, Ben. I'm very worried about her. Ever since Ship 'evolved' more advance and powerful, she's becoming very reckless, impulsive and aggressive than before. And not to mention, she almost killed a criminal."

"Yeah. It's like she's another person. But we also saw something from the broken mirror's reflection like Julie's becoming something scary and monstrous."

"That is disturbing and unsettling..." Rook said in concern, "Let us hope that Commander Cooper and Elena got enough data and statistic about Ship's capabilities and powers to study and analyze. And hopefully, nothing terrible's happening to her."

"We won't," Tetrax said firmly and calmly, "However, we should keep an eye on her, making sure that she doesn't do anything stupid."

"That is why I need you and Rook to make sure that she doesn't do anything reckless or dangerous," Max said seriously and firmly.

Ben nodded, "Will do, Grandpa. Rook, let's head back to school."

Rook nodded firmly, "Understood. We can't afford to be late in the school."

Ben and Rook turned and headed off to the elevator, leading them to the loading bay. They both used the DX Mark 10 Car to drive straight to Bellwood High School now.

* * *

At Yamamoto Resident, Julie was sleeping peacefully and calmly on her bed after what has been happening from last night. 'Ship' or its true name - Viral growled and yawned a bit as she has awakened. After stretching herself out, she turned and approached to Julie. Makeshift into large snake-like, she coiled around Julie's body, slowly lifting her up. She then licked her face and body, and even nuzzled them. She then wake up by the lick and nuzzle while giggled playfully.

"Okay, Ship. Cut it out," Julie giggled happily as she patted Viral's head, making her hissed happily to nuzzle her. She smiled as she patted her head, "Good boy, Ship. You can put me down."

Viral nodded a bit as she let her down. Julie headed to the bathroom for cleaning herself out. Just before she could put her usual clothes in, Viral jumped and merged with her, formed a swimsuit-like battle suit. This shocked and surprised her to see and check it on her mirror.

"Wow. I didn't know you can do that," Julie remarked in surprise. She then put on her clothes, "But then again, it's better that you stick with me than just in the bag. That way, I can protect you and be ready for the fight."

Viral beeped, "Ship..."

After gathering her books and bag pack, Julie climbed down the stairs to the ground floor. She has some breakfast with her parents, who got dressed for business works. Though they're happy that she's cheerful and alright now, they're now worried about her due to rumors and news about her becoming fierce and aggressive fighter.

After the breakfast, Julie cleaned and washed the plates. She then got her books and bag pack ready for the school. She even heard the door knocked, knowing her boyfriend is waiting for her.

"Sakura, wait," Mr. Yamamoto called out. Julie turned and looked at him as she wondered why he called her for. He approached to her. He asked, "Is everything alright from last night?"

"Huh? What do you mean, Otosan?" Julie asked in confusion.

Mr. Yamamoto sighed, "We heard some rumors about you becoming so aggressive and fierce warrior, and even tried to challenge the authorities and kill a criminal. Why would you do that, Sakura?"

"Your father's right. That is not like you, dear," Mrs. Yamamoto said in concern.

"Oh..." Julie said in realization and guilty. She sighed, "I don't know why I did it. I just wanted to stop the criminal. Didn't mean to go that far. I didn't want to kill her"

"I hope you don't, Julie." Mr. Yamamoto said in concern, "We don't want you to go down that darkest path. Once you've walk upon it, you will not able to return and repent the sins. Please, don't go too far."

"But most importantly, we just want you to be alright and safe after what has been happening," Mrs. Yamomoto added in.

Mr. Yamomoto nodded in agreement, "Yes. We cared and loved you so much."

Though annoyed by their constant worrying for her, Julie understood them caring for her. She smiled, "I understand, Otosan, Okosan. But I'll be fine. I have friends be there for me."

"I'm grateful for that. Just remember of what path you have chosen, Sakura." Mr. Yamamoto said calmly.

Mrs. Yamomoto hugged her daughter while giving a kiss on her forehead, "Just remember, we love you, and so does your boyfriend and friends."

Julie smiled, "I know. Thanks."

Julie gave her parents a warm and passionate hug. She also gave them a warm kiss on their foreheads. She then headed off and met up with Ben and Rook, who are inside of DX Mark 10. They headed off to school now.

* * *

Ben and his friends drove off straight to Bellwood High School. Rook used his ID Mask to disguise himself as Chinese. They have arrived and entered the hallway of school. They're near to their own locker as they were collecting some books and stationary, and also putting some back into theirs. They're also were talking to each other about what happen from last night.

"Today's history pop quiz. I hope both of you are prepare for it," Rook said seriously.

Julie nodded happily, "I am."

"So, not cool. I hate pop quiz," Ben groaned a bit.

Still guilty and shame over what happen from last night, Julie turned and looked at her boyfriend and spoke, "Ben, Rook, I'm sorry for what happen last night. I gotten into some stupid argument with you and almost kill a criminal. All because she's the bad guy and working with Quintessa. I really don't know what got over me."

"Hey, it's okay, Julie. I wasn't angry. I was scared and worried that you've gone too far." Ben said calmly and firmly, "I know you wouldn't want to fight and kill anyone, no matter how bad they are to you. Just like last year, you've stopped me using Daigon and Ascalon Sword to change the world. It's not what heroes do."

Julie sighed, "Thanks, Ben. I appreciate it very much. You know me well." She then looked at her hands, quivering and shivering in fear before clenched her fist, "Still... I don't understand of why I did it in the first place. I don't even hate Rojo at all but felt like she deserve dead."

"I do not like accusing, but I believed that Ship's the cause of this." Rook suggested in concern. Ben and Julie turned and looked at him. He continued, "After all, he did evolved and become much stronger and advanced than before. And also, I remember my father warned me about having powers. He said 'If one do not learn to control his powers, he is doomed to go beyond and lost forever'."

Angered and offended by Rook's insults, Julie glared and snarled at him while clenching her fist. Feeling her anger, Viral hissed darkly, making the battle suit glowed faintly. She groaned in anger grabbed and slammed him against the locker. This alerted Ben and the erst of students about the situation.

"How dare you insult him?! You don't know him like I do! I loved him very much, I'd do anything to keep him safe and protected from monsters like Malware and you!" Julie snapped in anger, "Apologize now or I'll feast your head, filthy farmer!"

"Julie, stop it! Let him go!" Ben snapped in concern as he tried to free Rook from her grip. He turned her to face him, "What's gotten into you?! Rook's just thinking the possibility! He's not accusing Ship to be monster!"

Julie gasped in realization. She hissed in shame, "I did it again. I'm so sorry."

Rook shook his head while rubbed his head, "No, I'm the one who should apologized. Ship is your friend and also our teammate. It is not right to accuse him."

"Still, you're not wrong," Ben said seriously, "Julie, just remember not to let power consume or else you'd be lost forever. Don't go that far."

Julie sighed in defeat, "I know, Ben. But I trust you that you'll save me if I ever go too far again. You always do."

"I know..." Ben said calmly, "We should head to the class now."

Julie nodded a bit. She got her stuffs and books. She then headed off to the class. Ben and Rook remained behind as they have their private discussion.

"I am indeed concern of her. I still suspect that Ship's the cause of her anger and violence. That kind of power he possessed is getting out of control," Rook said seriously. Ben nodded firmly. He continued, "Should things got escalated and complicated, we need a contingency plans to prevent her from doing foolishly."

Ben sighed in shame, "I know. But I don't like it."

"I understand. But this is for their sake and this world as well."

"Yeah. I get it, Rook. I have to put an end to their friendship. For their sake. I hope they understand and forgive me."

"I'm sure they do, Ben."

* * *

After gathering enough data of 'Ship's advanced abilities and powers, Elena met up with Cooper, Driba and Blukic at the Plumber Headquarter's science laboratory. They began studying and analyzing on Ship's strength and powers on the monitor screen.

"Time to see what makes Ship so thick," Driba commented.

Bluckic nodded, "Yeah. Not to mention, finding out how on earth can he evolved without the Ultimatrix."

"Yeah. That's what I want to know," Cooper said firmly. He noticed Elena's worried looks. He asked, "What's wrong?"

Snapping back to reality, Elena shook her head, "Nothing. It's nothing. I was just thinking that there's something odd about Ship. I can't shake the feeling that this isn't Ship we know of. It's must be something else corrupting and making Julie so violent and aggressive."

"Wait! Seriously?"

"I'm not very sure. Call it a hunch."

"Well, whatever the case, I'm sure we'll find out about it. After all, I did asked for data about him, so we can study and analyze his abilities. I'm pretty sure that we'll find some answers."

"I hope so, Cooper. The last thing I want is my very first best friend turned into the worse enemy. I don't want to fight her. I don't even want to lose her."

"Don't worry, it won't happen. Count on it."

Though not convinced, Elena smiled in relief and happy that Cooper just wants to make her comfort and happy. Both of them and their assistance began their research and study on Ship's 'evolution' and 'powers'. Hopefully, they'd find some answers about it.

* * *

Team Ben are in the class room, where they're learning and dealing with physic subjects. Most of them including Ben were bored and struggled to study and understand the formula. Some of them, and Rook among them, were very focused and able to solve the problem. However, Julie didn't seem to be bother about the class at all. While listening to her music from MP3's headset, she leaned her chair back a bit, letting her legs crossed on top of desk.

Turning to his students for choosing one to answer the equation, The physic teacher found Julie was lazy and slacking with listening to her music. He grunted in annoyance as he approached to her. Both Ben and Rook yelped in concern as they cleared their throat, trying to get her attention.

"Ms. Yamamoto!" The German Teacher called out in angry tone. Julie groaned in frustration. She turned and glared at him. He continued with dry expression, "Seems you're free now, would you like to answer the question?"

"Do I have to?" Julie asked in annoyance. German teacher groaned in annoyance, making her to sign in frustration. She grumbled, "Fine. I'll answer. No need to get on my ass, sir."

"Julie! Watch it!" Ben exclaimed in concern.

"Stop being such a girl, Ten Bennyson," Julie snapped in annoyance.

Julie headed to the chalkboard, where she began writing down the schematic and equation for getting the answer. Rook stifled a laughter briefly, making Ben annoyed to glare at him. For the moment has passed, Julie has finished her solution to physic equation. German Teacher checked on the chalkboard carefully and patiently with humming thoughtfully.

"Correct... For now..." German Teacher said dryly, "But the next time I see you fooling around, detention for you! Do you understand, Ms. Yamamoto?"

"Whatever." Julie shrugged with a scoff. Julie approached and took her seat arrogantly. She was about to listen to her MP3 player but found Ben and Rook glared at her. She groaned, "What?"

"What you just did now - not cool," Ben scolded firmly, "And seriously, you're always serious and focus on the class, no matter how hard it gets."

Rook nodded, "I agreed. This isn't you, Julie."

"Will you give it a rest? You sound like my grandma." Julie remarked rudely as she put on her music, "Seriously, I've got everything under control. What's the worst could happen?"

**_BOOM!_** The class's wall broke into pieces, alerting the class teacher and students to ran and leave the class. Team Ben remained behind and ready for the fight. They found Fistrick and his gang, are armed with their armored yet advanced blasters.

"Fistrick!" Ben exclaimed in shock.

"That's right. Big man's in the house," Fistrick declared and wildly and happily, "So, ready to get squash now, losers? It's payback time, dudes!"

Ben scoffed, "You wish! It's Hero-!"

Ben got interrupted upon seeing Ship's liquid form emerged out from her casual clothes, covering and merging into Red Armorstrike. And just before Fistrick and his gang could do anything, she swung and slashed her katanas in cutting most of the blasters and weapons into pieces. This shocked and scared them. And just before they could do anything, she charged and engaged at them once, with one powerful punch and kick on the thugs.

Fistrick, annoyed and angered, armed with his metallic fists and was about to attack her. Instead, Red Armorstrike quickly launched the barrage of punches on his chest, limbs and even face. Fistrick groaned in pain from the attack. She flicked on his head, making him falling down on his back hard. Everyone was in shock and surprised of what they just saw.

"What? We're done, right?" Red Armorstrike asked in annoyance as she transformed back into Julie. She sat down casually while listening to her music, "Now, I can listen to my music peacefully."

Ben and Rook were in shock and couldn't believe of what they just saw. Ben asked, "What just happen?"

"I have no idea," Rook admitted in concern, "I'm worry and uneasy with this 'new' Julie now..."

* * *

On the next day, Team Ben and even Max Tennyson have arrived at the Old Bellwood's Antique Museum. They were being invited by Green Family for they have found an old artifact from Japan, believing to be related to Yamamoto Clan. Both Rook and Tetrax used the ID Masks to keep their identities a secret from frightening the Humans.

Team Ben entered the museum. They've found a lot of people were looking around and checking out on some of ancient and battered artifacts and antiques. They even talked with some historians about the items.

"Wow. That's whole lot of them around here," Ben commented in surprise. He scoffed as he casually has his hands placed behind around his head like leaning against the pillow. He groaned, "I'd never like museum. They sort of bore me with old junks."

"Ben..." Max scolded calmly, alerting Ben a bit.

Julie scoffed, "I wonder what kind of item that stupid Kai has?"

"Uh... I thought you and her are in good terms," Rook said in surprise, "I mean you both are no longer trying to kill and argue over the mission and helping people."

"Just because we're in good terms and not in the fight, doesn't mean we're best buddies like me, Elena and Gwen." Julie remarked dryly and angrily, "Besides, I still hate her guts and attitude, thinking that she's better than me."

Rook hissed, "Right... I won't mention this again."

"Overreacting much?" Tetrax asked calmly.

Rook nodded in concern, "Definitely. Just hope she's not doing something stupid."

"Look, Julie, just be good in your best behavior and don't make the scene," Max said firmly, "And besides, Kai is an honest and hardworking archaeologist. I'm sure she wouldn't do anything stupid or make a forgery to embarrass her own family."

Julie shrugged in unconcern attitude, "Whatever."

"Seriously. Julie, just don't cause the problem," Ben said seriously.

Julie scoffed, "Don't worry, Ben, I'm in best behavior."

Ben groaned a bit, "Why do I get the bad feeling about this..."

Team Ben searched and looked around of the surroundings and even checked out on the artifacts. Max, Rook and even Tetrax were fascinated and interested by them while Ben and Julie were annoyed about it. Her attitude shocked and concerned Ben a lot as he thought she'd be more interesting on it.

Eventually, they met up with Green Family, who were busy dealing with interviewers over the Japanese artifacts that Kai has found. Team Ben approached to their friends. Max greeted both Wes and his Achak of good to see them again. Tetrax and Rook looked at the artifacts and paintings. Ben and Julie approached to Kai.

"Ben! It's great to see you again," Kai exclaimed happily as she gave Ben a hug before giving a kiss on his cheek, making him blush in embarrassment. She turned and found Julie glared at her. She cleared her throat, "Hey, Julie. Nice of you to join us here. Hope I didn't mean to steal your boyfriend away from you."

Julie scoffed a bit, "Yeah. You'd better not." She turned and looked at the artifact. She scoffed a bit, "I'm kinda surprise that you've decided to focus on Japanese History involving my family now."

Kai shrugged, "Well, when the boss asked something, you'd do it. And trust me, it wasn't easy to find anything that is related to yours. History claimed that your family generations have served the Japan since the Meiji Restoration area until the end of Second Sino-Japanese War, where they have betrayed and sold the Japan to Allied Force in finishing them up before they caused the problems. They became weak and cowards. Am I correct?"

"Yes. Most of them are correct." Julie confirmed. She 'hissed' while rubbing her hands. "But there's something odd about the artifacts that I can't shake the feelings."

Kai scoffed a bit, "I'm pretty sure that some of them could be bad memory to you. That's all."

"You're full of shit, Kai..." Julie remarked dryly, alerting Kai and Ben. She glared at the flower vase, "Your findings are fake. None of them I recognized and even part of Yamamoto Clan."

"Fake?" Ben asked in shock and concern.

"Oh please... What makes you think these are fakes? Even if you did, how are you gonna prove it, genius?" Kai asked angrily yet nervously.

Angered by Kai's smart-alerk, Julie grabbed and slammed her against the wall, causing a crack on the glass of battered samurai armor. Everyone including Team Ben and Green Family were alerted by the attack.

"Want a bet?" Julie asked arrogantly as she dropped Kai down hard. She scoffed as her right hand has been transformed into Red Armorstrike's gauntlet, "Be careful of what you wish for, brat..."

"Julie, what the hell are you doing?!" Ben demanded in concern.

"Showing the evidence," Julie said dryly and angrily. She turned to the crowd, "I am Yamamoto Julie Sakura! I am the direct descendant of Yamamoto Clan. What artifacts and history she has discovered is nothing but completely fake and forgery! None of them is true! She is trying to slander my family's name!"

Everyone gasped in shock and concern by Julie's accusation, making Team Ben worried and embarrassed of it. Kai became nervous and worried. Using her right gauntlet to scan and collect the information on so-called Yamamoto Clan's History, she shown them that all of artifacts and history about her family is false. Julie explained firmly and seriously of her history:

"It is true that my family clan has served the Meiji Government for generations until the Second Sino Japanese War, where they became turncoat and fled to France. They did it is not because they were cowards and weak. They did it for the right thing because of what they have done terrible things in the past! They can't stand it anymore. So, they gave the information the Allied Force need to defeat and win the war."

"And that's not the worst of it," Julie said firmly as she approached to the flower vase. She gave a hard claw on the old painting designs, revealing the modern vase. It shocked the world. She continued, "None of them are Yamamoto's! My family clan's symbol is three circle swirling around on each other. I don't see the symbols in there. Even if there is, I would have recognize it. Here is the proof."

Kai looked shocked and worried of the situation. Everyone chattered and muttered in concern of what they just heard. Wes was about to check but his son went to do so. He checked and analyzed the artifacts carefully, and found no sign of Yamamoto Clan's Symbol. He even scratched out of some paintings to find none of them area real but modern ones.

"My god..." Max remarked in shock.

"I... I don't believe it," Rook said in shock and concern.

Achak turned and approached to Kai. And just before she could say anything, he gave her a big slap on her left side of cheek. She looked shocked yet hurt and upset with tears pouring out. Her father glared at her angrily and shamefully.

"I'm ashamed and disappointed of you, Kai," Achak said firmly and angrily, "Get to your car now. I need to clean your mess now."

Kai was hurt and sad as she tried to speak, "Dad, I just-!"

Achak snapped in anger, "You're fired, Kai!"

Hurt by her father, Kai nodded sadly and angrily as she began walked away. She then gave the glare at Team Ben especially Julie. She then walked off at once. The crowd then interview and make demands about what else they have been lying about their discovery. Achak struggled to calm down the crowd and answer back of the problem.

"I can't believe she pulled this kind of stuff," Wes said in shame. He turned to Julie, "I am so sorry for making a fuss about your history."

"No worries. Everything's alright." Julie said calmly. She then smirked sinisterly, "That bitch deserve it..."

"Julie..." Ben said in concern and shock.

"This is worst..." Rook said in concern.

* * *

For the past three weeks, Team Ben did the usual routine - school and saving the day as always. However, things aren't the same due to Julie is behaving aggressively and violently than before, and she even caused the troubles as well.

Ben and Rook are serious and did their best on both studies and projects. However, Julie didn't seem to be interesting or focusing on them. All she ever did is sleeping peacefully, listening to her MP3's earphones and even playing with her phone or drawing her own artworks. When teachers called, questioned and accused her for lack of focus and laziness, she arrogantly brushed it off and challenged that she 'pay attention' by showing off of what she can do on board, projects and even experiments. She surprisingly scored them correctly, shocking the class and her teammates.

Not only studies, Julie even bragged arrogantly about the studies and her adventures with the team. When someone asked her for help and teaching, she rebuffed and declined harshly and rudely. She even played very hard and rough on the tennis practice. She also picked a fight with some bullies and nearly beaten them to the pulp. Team Ben were on the mission and battles, but only bring bad results such as bad guys and even innocents crippled, injured and almost killed; caused collateral damages on properties and even challenged and fight back with the authorities.

Team Ben and Max are becoming more worried for her well being and Ship's powers corrupting her. Unknown to the team, Viral hissed darkly and sinisterly as her crimson circuit became much brighter and darker than before.

* * *

Back at Dr. Psychobos's Space Station, both Malware and Khyber were watching the video from the surveillance chamber. They have seen what Red Armorstrike has done so far during most of her school days, free time and even on the mission. They both looked amuse and pleased with the results.

"Impressive..." Khyber commented proudly, "It appears she has done well with her missions. The test is complete."

Malware smiled, "Indeed. It is. Viral has the complete control of Julie Yamamoto for good..."

"Indeed. Albedo and Dr. Psychobos are still working and researching on 'Ship', finding out how he managed to bond with organic living creature in the first place. To be honest, I do not believe that he is capable of that."

"Yes. I agree with your concerns. I must know what she is. When I first touch her, I find something unusual yet and different and unique about her. She is not what she appeared to be."

"Are you saying that she's not a human?"

"I'm speculating that she is beyond a human. Something that neither she nor her team aware of her true identity and species. I intend to find out."

* * *

At the Plumber Headquarter, Julie in her Red Armorstrike was violently and aggressively training and battling against the drones, and even blasting and sniping down the shooters and turrets. She even unleashed her full powered cannon's blast at the tank, obliterating and destroying it into ashes. She has destroyed most of them.

Decided to take a break, Julie then struck a punch against the walls hard, making a dent. Removing the helmet out from her head, she breathed calmly and tiredly as she was sweating a lot. She took the tower to wipe the sweats off. She then returned to command chamber, where she found Max, Team Ben, Elena and Cooper were waiting for her. They all seemed to be worry and serious.

"Guys? What's up?" Julie asked in confusion and concern.

"Julie... We need to talk about you and Ship," Max said seriously and concern, "You've becoming much more aggressive and violent lately. And not to mention, you're being rude since the museum incident with Green Family."

"Julie, I don't know what to say," Elena said in concern, "But there's something wrong with Ship. You have to take him out of you before you could do some serious damages."

Cooper nodded in agreement, "She's right. We've checked the data and tested Ship's blood sample on both machines and organic. It's not very good. His bonding with you doesn't just make you stronger, faster, smarter and more advanced. It also makes you much more violent and aggressive, and not too mention, bloodthirsty. And he doesn't just upgrade the machines, he makes them part of him as his weapons. But for organic, his cells absorbed and eating them alive like a meat. You're his meal."

"Trust us. It almost kill me when I accidentally drop its cells on Blukic's head," Driba said fearfully, "It was chewing his head like it's a meal!"

Bluckic nodded and quivered fearfully while rubbing his head, "Yeah. Its very scary and painful. Ooh... It hurts."

"Julie, maybe you should take a break from using Ship for one day." Rook said in concern as he placed his hand over her shoulder.

Angered and annoyed, Julie slapped Rook's hand off. She snapped angrily, "So what? Are you asking me to give up on him?! Leaving me defenseless against the enemies especially Malware?! Want me out of the team?!" She then snarled in anger, "Or is it because you guys can't stand on me better than any of you! You guys can't stand it, can't you?! You rather have me being a weak link than helping you, don't you!"

Ben was in shock and concern, "Julie, this isn't about any of us being the best! It's about you and Ship! You guys are out of control! We just-!"

Suddenly, the alarm blared out loud, alerting everyone. Magister Patelliday appeared in the monitor screen. Everyone turned and looked at him.

"Patelliday, what is it?" Max asked in concern.

_"Bad news! Quintessa is here! Found her near to Hot Spot! Me and Team Pierce are helping Kraaho Tribe to hold her down."_ Magister Patelliday reported, _"But we've got complication! N.E.S.T. Strike Team are there as well! They won't back off from the fight!"_

Max groaned, "This just gets better. Hold her for the moment. We'll be there soon. And tell Agent Fowler to back off for once!" He turned to Team Ben, "We'll discuss this later. For now, they need our help."

Team Ben nodded firmly, "Yes, sir."

Julie scoffed arrogantly, "Whatever."

"My team and I will return to do some more research on Ship's blood and abilities," Cooper said firmly, "We might find a way to reverse its evolution and remove the abilities."

Max nodded firmly. Both him and Team Ben moved out at once. They're heading straight to the battlefield at once. Cooper and his team sighed in concern.

"Think we can do that?" Bluckic asked in concern.

Driba nodded, "We might not be intelligent but reversing its evolution might be tricky and difficult. It's not an Ultimatrix. As I've said before, there're none of aliens can evolve naturally over the millennia."

"I know. We have to try, otherwise, Julie won't able to handle and control Ship's overwhelming powers," Cooper said firmly and calmly, "We should get more data from Ship's DNA to study and research. There might be a way to reverse it."

"DNA?" Elena asked in surprise. She gasped, "Of course! Why didn't I think about it?!"

Elena turned and headed off back to the laboratory, confusing her team. What is she doing now?

* * *

Beneath Bellwood Town's, Hot Spot was under attacked by Quintessa and her newly armed forces of normal humans-sized Balliffs and Infernocons. Kraaho Tribe struggled to fight them off as most of them got blasted and slain by the gigantic mechanical beings. Luckily, they have help.

Magister Patelliday and his Plumber Units including Team Pierce were there to assist them. But more complication, Agent Fowler and his N.E.S.T. Strike Team were there and engaging Quintessa's Army, but also pushing and gotten into a fight with Plumbers. Quintessa swiftly and firmly in teleporting while firing Dark Magic and Energy Balls at her enemies.

"For the last time, tell them to back off!" Agent Fowler exclaimed in anger, "You're interfering our operation!"

"Your operation?! Is this a joke?!" Magister Patelliday demanded in annoyance while firing his blaster at Infernocon's head and shoulder. He then took a big bite from the Infernocon's head off. He snarled, "We're defending Undertown! It's our job! And not to mention, it is our duty to handle any alien terrorists and criminals! You don't know what you're doing especially a mechanical alien!"

"Trust me! We know what we're doing! We know her. So, back off now! That's an order!"

"No! You back off!"

"Hey! How about focus on dealing the witch than each other?! She's destroying my home, you know!" Ester snapped in annoyance, "Thank you!"

"FINE!" Magister Patelliday and Agent Fowler snapped in annoyance as they shook each other's hands, "But stay out of our way!"

Ester sighed, "I'd never understand politics. It's kinda stupid."

Seeing Agent Fowler and Magister Patelliday shook each other hands, both Plumbers and N.E.S.T. Strike Team have agreed to join forces and engaged Quintessa's forces.

Strangely, the blue snow truck was trotted off, followed by red-blue Peterbilt 379 Truck, yellow Chevrolet Camaro sports car with black stripes, blue Kawazaki Ninja 250R motorcycle and a large green Lamborghini LM002 SUV. The snow plow truck has activated and fired its small turrets at them. They all dodged and evaded the blasts while pursuing and knocking them for few times. They then headed off and distanced away from the Undertown. They then transformed into their robot modes.

"You know. I still don't get it why you keep protecting these organics?!" Clone Sentinel Prime asked in annoyance, "And for Primus's Sake, you're Prime, not Human's servant!"

"There's a lot of things you don't know about the Humans, Clone, especially communicating and befriending them personally. They and us are not much different than you realize." Optimus Prime said firmly, "I am not their servant. I am their ally and friend. I will protect this planet from you, Quintessa and Decepticons! I refused to let it share the same fate as Cybertron!"

Clone Sentinel Prime said firmly, "And whose fault is that?! And also, stop calling me a clone! I am the better Sentinel Zeta Prime than the original! Plus, I am young and got handsome looks too, and also better than you!"

Bulkhead snapped in annoyance as he slammed his mace at Clone Sentinel Prime's face, "Oh shut up! I can't stand on him!"

Bumblebee beeped, _"Me too. I'd never understand why she bring him back online."_

"Well, either way, I just wanna shut him up! Plus, Optimus Prime will always be the best Prime," Arcee said firmly, "No one can does that."

"You'll regret that, Autobots!" Clone Sentinel Prime snapped in anger.

Summoning his energized lance and armored shield, Clone Sentinel Prime charged and engaged the Autobots fiercely. They all dodged at once. Bumblebee charged and engaged him in fierce brawl, followed by Bulkhead's slamming his mace on face but he activated and fired his shield in pushing them off. Arcee fired her blasters at him, injuring his chest, though annoyed him to swung and slam his lance at her. She dodged and evaded the attacks for few times. Optimus Prime charged and slammed his punches at him. Both Primes then used twin swords and lance against each other if fierce duel. Arcee, Bumblebee and Bulkhead surrounded them, making sure the clone doesn't try to escape and ready to strike back.

Plumbers, N.E.S.T Strike Team and Kraaho Tribe continued resisting and fighting off Quintessa's Army. Ester tried to fight and attack her. The Quintesson Witch has easily dodged and evaded the attacks swiftly and quickly, as well as using Dark Magic attack at her. The leader of Kraaho Tribe got injured and blasted off by the witch's Dark Magic. She dropped to the ground hard.

And just before Quintessa could finish her off, she got knocked off by giant rock. She looked up and found Ben as Gravattacks and his team jumped off and assisted Ester, and also regrouped with Agent Fowler and Magister Patelliday.

"About time you get here," Ester said painfully.

"Don't worry, Ester. We'll take it over. You get some rest." Gravattack said firmly. He turned to Seebik, "Seebik, get her out of here,"

Seebik nodded firmly as he and his warriors helped and moved Ester to safety at once. Quintessa groaned in pain as more of Infernocons and Balliffs surrounded her to keep her safe ad alive.

"Agent Fowler, want to tell me why you want Quintessa alive?! Who or what is she?!" Max demanded.

Agent Fowler groaned, "No! I will not declassified the information to you menace organization! Not after the last stunt you've just pull! And if you think this will make this up, I will not speak!"

"If you don't tell me what's going on, we'd be dead soon! Plumbers are the best agents you've got to deal with them. Team Ben is the best we've got to stop her! Tell me now!"

"No, I will not! I will not entrust the information to the most immature and dangerous group of teenagers like your grandson! Forget about it!"

Max groaned, "I'm warning you, Agent Fowler! Or else, I'll-!"

Red Armorstrike snarled, "Do you idiots always chatting when the enemies are in front of us?!"

And just before anyone could do anything, Red Armorstrike screeched out loud while armed with red glowing katanas. She charged and attacked the army of Infernocons and Balliffs, as well as trying to attack Quintessa. This shocked and embarrassed Team Ben.

"That was unexpected..." Rook said in concern.

Gravattack groaned in concern, "This is gonna be embarrassing..."

Agent Fowler sighed, "Are you team always insubordinate?! This just keep complicating and mess up!"

"Like yours are better than mine?!" Max asked in frustration, "As far as I know of, they didn't do any job at all!"

And just before Max and Agent Fowler could argue, Tetrax spoke up, "Can we argue later and stop Quintessa first?!"

Max and Agent Fowler groaned in annoyance as they agreed to deal with Quintessa. Team Ben charged and engaged Quintessa and her army at once.

* * *

Inside the Plumber Laboratory, Elena took out the sample of Ship's original DNA for researching, analyzing and comparing with the latest one, with the help of high-tech microscope. She was looked through the microscope on both green and red Mechamorph DNAs, which shown the circuits and lines didn't match. The computer printed out the results. She took the paper out to check and read.

Cooper, Driba and Bluckic arrived at the scene. They all wondered of what has gotten to her. They found Elena looked shock and worry.

"Elena?" Cooper asked in concern.

"We have to warn others now!" Elena exclaimed in concern, "Julie's in danger!"

"Why?!"

"That thing on Julie's... That's not Ship! It's impostor!"

"WHAT?!" Cooper, Driba and Bluckic asked in shock and concern.

* * *

Team Ben and their allies were battling and repelling Quintessa and her army from Hot Spot. Team Prime secretly battled with Clone Sentinel Prime, distance from Undertown as they do not want to alert and even want any aliens or humans to know their existence.

Max, Agent Fowler and Magister Patelliday worked together to shoot off the enemies while punching and knocking them off at once. Using his Revonnah Kai skills, Rook fought and defeated most of Infernocons including their combination of large ones, with the help of Proto-Tool's Power Sword, Spear and even Power Gauntlet Punches at them. Tetrax used his shards and blasters to fight off the armored Balliff Guards. Ben used Gravattacks in levitating and throwing some thugs at each other, Shocksquatch unleashed and fired his electrical shocks, Heatblast fired flamethrower and flame shots, Eatle ate some materials to fire at his enemies and also Humongousaur to fight them off.

Inside the core chamber of Hot Spot, Red Armorstrike has defeated and killed most of Balliff Guards and Infernocons, and surprisingly she managed to blasted and defeated two to three Infernocuses. She then tried to swing her glowing red katanas and blasted her blasters at Quintessa, who dodged and evaded the attacks while trying to lift up the device from deep lava for few times.

Some of Plumber Agents and N.E.S.T. Strike Team Soldiers tried to take Quintessa down, but she teleported, levitated and threw them off. She threw some of them at Red Armorstrike, who barely dodge and evade them but two of them hit her to the ground.

Quintessa giggled amusingly, "Come now, my child. Charging, swinging swords and even blasting at me? How primitive you've become, child. Almost like a human..."

Pushing the soldiers aside, Red Armorstrike groaned in anger while armed with her twin red glowing katanas, "Why don't you come and fight me, you coward?! Are you afraid of me?!"

Quintessa scoffed, "Please, why should I waste my time to deal with you? I would never harm you, my faithful project..."

"Why do you keep calling me that?! It sounded like I'm a creation to you, which I'm not! This is annoying!"

"You still learned nothing, have you? I am not surprise. Humans enjoy secrecy and deception more than revealing the truth such as my existence and origin. Possibly that you can't handle it because you're weak-minded and never be strong as Ben 10..."

Angered by insults, Red Armorstrike growled in anger, causing her battle suit's red optic to glow brightly. She then swung her katanas at Quintessa, who kept on dodging and evading the attacks for few times. As the mechanical witch teleported from the katana's swing, she teleported again but got her face punched to the wall hard.

"I've had enough of this!" Red Armorstrike demanded in anger, "So, why don't you tell me of what's really going on?! Why do the military want you?! What are you really after?!"

Quintessa giggled amusingly, surprised Red Armorstrike, "How cute of you. You've grown stronger, more ruthless, violent and deadlier than our previous encounter. It must be your new Mechamorph friend's power and influence make you like this. Don't give up on her. You are almost there for my operation, Pretender J579..."

"What?" Red Armorstrike asked in shock, "What the hell did you cal me?! Why call me that?!"

Quintessa smiled amusingly as she quickly teleported herself and replaced with a soldier named Kicker being held by Julie. She reappeared before the lava's large core. She was able to pull out the damaged Nuclear Fusion Device.

"I'm afraid that I'm busy now," Quintessa said calmly, "If you want some answers, this soldier will provide you. He was involved of this. If they refused, make them talk since they kept the secrecy of my kind so badly. They're responsible of what happen from five years ago."

"Hey!" Red Armorstrike called in anger, "You're not leaving here, witch!"

"As I've said before, I'm busy with my upcoming projects now," Quintessa said calmly as she held damaged Nuclear Fusion Device on her palm, "We will meet again, my child..."

And just before Red Armorstrike could say anything, Quintessa teleported at once, leaving and abandoning the battlefield. She even teleported her troops and even Clone Sentinel Prime. Though annoyed and angered with not getting some answers, Julie turned and grabbed a soldier named Kicker.

"Alright, trooper. Since you know about Quintessa, I demand some answers now!" Red Armorstrike exclaimed in anger.

Kicker groaned, "Like the hell I tell you! This is the classified information! You'd just have to pull my eye out to make me!"

Thinking of what he has said, Red Armorstrike smirked slyly as she armed with her claws, "That's not a bad idea, soldier."

Team Ben and their allies have finished up with cleaning up the Quintessa's soldiers. They then heard some screams of pain. They turned to their back and found Red Armorstrike's interrogating Kicker. They were in shock and disbelief of what they're looking at. She has took out his left eyeball and even ate it pleasingly. The soldier grunted and groaned in pain while covering his missing left eyeball, which was bleeding so much.

"F#$%! My eye! Damn you! It hurts!" Kicker snapped in pain.

Red Armorstrike hissed darkly, "Now tell me what I want to know or else I do much worst!"

Kicker snarled, "Go to hell, bitch!"

Red Armorstrike smiled amusingly as she armed with katana, "Suit yourself. Sayonara, asshole!"

"Julie, stop!" Ben shouted in concern as he halted Julie's right hand. He snapped, "What the hell are you doing?!"

"Getting some answers, obviously..." Julie answered rudely while holding wounded Kicker.

"By interrogating and torturing the allied soldier?! And not to mention, you ate the soldier's eye. That is disgusting!" Rook asked in fury, "That is against everything we Plumber stood for! We do not harm and against our own allies, despite they do not answer us."

"This has gone too far, Max Tennyson!" Agent Fowler screamed in anger. He approached and retrieved Kicker from Julie. He continued, "This assault on my soldier will not be tolerated! The President and United Nation will hear about this. I will shut down your operation for good! Believe me. You won't get away with this!"

Optimus Prime and his Autobots in their vehicle modes have arrived at the scene. Agent Fowler and Kicker gotten into the truck. They and the rest of N.E.S.T. Strike Team turned and moved out. They also muttered and chatted angrily and annoyingly at Team Ben and his allies.

Team Ben turned and glared at Julie. Max spoke angrily, "Julie, I am truly disappointed in you. After two weeks, you haven't improved at all. You only have grown more reckless, violent, arrogant and irresponsible. And today, you have gone too far! You almost killed our allied soldier. And for what?! To get an answer about Quintessa?!"

"What? You want me to let him go with empty handed?" Red Armorstrike asked angrily.

Max sighed in concern, "Whether we get answer or not from the U.S. Military, we will not hurt our own allies. And also, we will never resort of harming and killing the criminals and villains either, despite what they have done, unless there are no option."

Red Armorstrike chuckled out loud, making her friends concerns, "Really? Is that it? So, we just beat up and send the villains to prison until the next day, they come back to kill more innocents and destroy the world?! Is that it?! We let them roam freely, no matter how far they go?!"

"Julie, that is not what Magister Tennyson meant," Rook exclaimed in concern, "He just doesn't want us go too far. We're law enforcers, not judges!"

"Wrong!" Red Armorstrike snapped in anger, "We should not continue with this cycle anymore. We should end it for good! We should destroy the root of this threat once and for all, so the people can no longer be feared, worried and scared of them. They can be free from it! the peace can finally return to our home for good! Never ever again! We must show these villains that we will show no mercy and give second chance to anyone anymore! They must be eliminated for good!"

"No! I against it! This is something that we should not go too far!" Ben protested firmly, "If we do this, then we're no better than Vilgax, Malware or anyone else we have fought. We could do more harm than good. We're heroes, not psychopaths and killers!"

"Is that so? Is showing off as a hero so important than completing your mission?" Red Armorstrike asked amusingly, "Such heroic nonsense. As I recall correctly, you show mercy to Forever Knights a lot, what did they return in favor? Killing weak and pathetic Pierce!"

Angered by insults, Helen snarled, "That's it! I'm gonna kill you, bitch! No one insults my brother gets away with this!"

Helen was about to charge and attack but halted by Rook and Manny as they didn't want her to do something stupid and regretfully.

"You know what's your problem, Ben? For a guy with some ultimate weapon in the universe, you're soft and weak!" Red Armorstrike snarled, "You didn't have what it takes to save the world! You have the power of Diagon and Ascalon, you could have save the world, change it for better! But instead, you threw it away! You've ruin it and continue to let the world to die, you coward!"

Everyone was in shock by Julie insulting Ben for his decision of not using Diagon and Ascalon powers for changing the world for better. Ben hasn't say anything but closing his eyes sadly and thoughtfully of what she has said.

"Truthfully, Julie, I would have done so in the first place. But you reminded me about the line and the right thing to do. So, I took your advice," Ben said firmly, shocking Red Armorstrike. He continued with a stern glare, "And clearly, you're not yourself. Ship's powers is definitely corrupting and turning you into a violent monster. You've left me no choice. Tetrax, did he come?"

Tetrax nodded, "He did. Gluto, bring Baz-l here now!"

As responded, Gluto and Baz-l have arrived at the scene. This alerted and scared Red Armorstrike to back away from the scene.

"Y-You brought him here?! How could you?!" Red Armorstrike asked in anger and hurt.

"I'm sorry. But this is for your own good. Ship's out of control!" Ben said firmly, "Baz-l, he's yours."

"Finally! I've always wonder when will you ever get over your silly sentimental of yours. Now then, Ship, come to papa. Time to go home," Baz-l said proudly and amusingly. He approached to Red Armorstrike, who is backing away from him. And just before he could reach out, he noticed something amiss on her, "Wait a minute! What is this abomination on her?!"

"What do you mean?" Rook asked in confusion, "That is Ship. Surely, he looks different because he has evolved into more advanced and powerful."

"What?!" Baz-l asked in shock and concern, "Mechamorphs can't evolve! None of them can! In fact, I'd never seen a Mechamorphe with red circuits before. I am certain this isn't Ship!"

"WHAT?!" Everyone asked in shock and concern.

"No... It can't be..." Red Armorstrike said in concern.

"Then, that means..." Ben said in shock and concern. He gasped in realization. He activated his Omnitrix as he transformed into Shocksquatch, "It's Malware's spawn! He's been controlling Julie from the start!"

Max gasped in concern, "My god. Everyone, battle station! Contain Armorstrike now!"

As ordered, the Plumbers and Kraaho Tribe Warriors are armed with their blasters, swords and spears. They all approached and readied to contain Red Armorstrike. However, Viral's battle suit's glowed in red, making Julie grunted in pain and anger to hold on her head tightly and firmly.

"Julie?" Shocksquatch asked in concern, "Please, stand down now. I don't want to hurt you."

Red Armorstrike screeched out loud, "Liar! I'll kill you all!"

"Watch out!" Tetrax ordered in concern.

As ordered, Team Ben and their allies quickly back away at once. Red Armorstrike activated and fired Gatling Turret Blaster in shooting down on most of them. They all barely dodged and evaded the attacks but got shot and injured. Baz-l screamed in fear as he quickly hid behind the walls.

Tetrax blocked and deflected the blasts back at her. He charged to swing and strike his shards at her. She summoned her red glowing katanas to fight back. Both of them swung and struck their blades at each other ferociously and firmly for few times. While they were fighting, she quickly makeshift her katanas into mace in smashing and knocking him off. She turned and engaged Rook in the martial arts battles. Despite being skilled in Revonnah Kai, the Plumber Cadet did his best not to use full force on hurting his ally, who is very fierce and aggressive in fighting back with her karate and tennis skills. Eventually, he struck his fist at her but got grabbed and held both arms before hitting him by guts and bottom parts, followed by nudging her knee at his face. Max, Magister Patelliday and Team Pierce charged into the battlefield as they were about to stop her. Unfortunately, she, using her speed ability, charged and knocked most of them.

Red Armrostrike turned and faced off Shocksquatch, who is ready to fight. Both of them charged and engaged a fierce brawl for few rounds. He tried to electrocute and shock her alive, unfortunately, her armor was able to resist it before using her jetpack to fly around, making him dizzy and thrown him to the ground hard. She slammed straight at him. He yelped as he quickly hit his Omnitrix and turned into Chamalien to turn into invisible. Though she missed him, she used her visor to scan and locate him. Upon spotting him, she used her sniper in sniping and blinding his eyes to reveal himself. She jumped and slammed a punch at his face. She charged and about to attack him. He yelped as he struggled to dodge and evade the attacks while hit his Omnitrix, turning him into Magnus Magic levitating her up before firing Electrical Elemental Magic at her for the moment. She grunted in pain briefly, she quickly swung her shurikens at his horn, damaged it and lose some magic powers. She jumped down as she attacked and bruised him fiercely for few times. She slammed him straight against the wall.

Magnus Magic grunted in pain as he hit his Omnitrix, turning into Four Arms. He was about to attack but got hit to the ground. Red Armorstrike began punching and kicking him fiercely and wildly for few times until he got bruised. And at the same time, his Omnitrix got timed out. She then grabbed and held him up.

"J-Julie..." Ben said weakly. Red Armorstrike clawed hers claws through his guts. He screamed in pain, "Julie, stop it! Don't let him control you!"

Red Armorstrike hissed amusingly as she has her tongue makeshift into snake-like licking his face, "Ben Tennyson, I love you. But you have to die for me!"

Red Armorstrike's face makeshift into a large jaws, scaring Ben. She was about to eat him alive.

"Julie, stop! What have you become?!" A familiar gentle woman's voice called out.

The voice shocked and scared Red Armorstrike. She turned and found Elena and her team, and even her parents here as well. They were in shock and scared of what they just saw.

"Mom? Dad? W-What are you doing here?!" Red Armorstrike asked in shock and fear.

"They told us what happen. We were worried for you." Mr. Yamamoto said seriously, "So, We came here to talk sense into you. But..."

Hurt and heartbroken, Mrs. Yamamoto cried in tears, "Julie... What has happen to my sweet little girl? You're hurting your own friends and Ben. Y-You're breaking my-!"

Felt pain in her heart, Mrs. Yamamoto yelped in pain while holding tight on her chest as she fell to the ground. Mr. Yamamoto cried in shock as he held her up while calling her name.

Red Armorstrike looked shocked and scared to see her mother having heartache, remembering that she has suffered that when she gets excited and depressed. She then looked around of her surroundings as she found most of her friends and agent were badly injured. She even looked at bruised Ben. She couldn't believe of what she just did.

"No... No..." Red Armorstrike said in shock and hurt. She then screamed in fear, "Nooooooooooo!"

Activated her jetpack, Red Armorstrike flew off at once, leaving the Undertown at once. Everyone looked worry and scared for her now.

Elena approached to Ben as she helped him out, "Ben, I'm sorry for not informing you earlier."

"It's alright. But now, we have to find her now before that monster takes control of her," Ben said in concern, "But still, what happen to Ship? The real one?"

Elena hissed in concern, "That's what worried me..."

* * *

Back to Dr. Psychobos's Space Station, both him and Albedo were studying and researching on Ship's bonding to Julie. But so far, they have found nothing. The Mechamorph Pup has fully recovered form the wounds after two weeks. Now, he has to find a way out of the space station.

"It still doesn't explain anything at all," Albedo said firmly and angrily, "How on earth can this thing able to merge and bond with her?! There must be logical explanation."

Dr. Psychobos scoffed, "How amusing. It appears that Galvan is unable to find the answers. How pathetic the mighty has fallen..."

"I don't see you coming up with the theories and researches at all. Sounds like the Cerebrocrustacean has failed his mission. Miserably..."

"How dare you?! I watch the tone of yours if I were you?!"

"What's the matter? Does the truth hurts? It really does, Psychobos. You will never bested Azmuth. I can. I was his assistant. I know everything about him."

"If you did, then he wouldn't be alive at all, Galvan filth." Dr. Psychobos said amusingly, "Or, I almost forgot to add. He trapped you in the human form. How pitiful you are. And I used the term loosely, you poor pathetic simpleton."

Annoyed by insults, Albedo scoffed and brushed it off, "Right. A simpleton like me was able to give the perfect upgrade to Nemetrix, which I must say that will give him the advantage. All you ever did is just fix it, and nothing to add in. How pathetic and narrow minded you are. No wonder you'd never able to best Azmuth"

Dr. Psychobos groaned in anger as he fired his electrical shocks at Albedo for the moment. He groaned in anger as he activated and turned into Negative Four Arms. He then transformed and evolved into a giant muscular warrior with blazing fiery eye balls, two pairs of golden armored of medium size arms and four large muscular arms on his back worn red-black pants. The Ultimate Four Arms grabbed and began beating him up alive. Dr. Psychobos grunted in anger as he fought back at once. Both of them were shouting and attacking each other wildly and angrily. He even used other alien forms such as Ultimate Rath, Ultimate XLR8 and Ultimate Big Chill.

While Dr. Psychobos and Albedo were busy fighting with each other, they accidentally hit the small button, freeing Ship out from his sphere. He then makes his escape at once. And also, he has to do his best to avoid from being detected and found by anyone else. He managed to pass by the room, where Malware and Khyber were watching the video screen of Viral's progress.

As Ship was searching for the way out of the space station, he comes across to the chamber of hounds, where he found various hounds and predators were glaring and snarling at him. They're all growled and roared out loud, making him yelped in fear. He turned and ran off at once. They're all chased after him at once.

Alerted by the noise, Khyber emerged out from the surveillance chamber. And just before he could questioned, Ship and the hounds have rammed and knocked him off hard. Malware came out as well. He spotted Ship running away for his life. He roared in anger as he gave chase after them.

Arriving to the hangar bay, Ship quickly entered the sphere at once. He locked it at once. He then pressed some buttons, hoping that could helped to ignite the blast off. At the same time, the hounds and predators tried to breakthrough it. Fortunately, he managed to hit the right button and make his escape.

Malware and his accomplices have arrived at the hangar bay, where they found him escaped the space station. And surprisingly, Albedo managed to turn back into Galvan from the fight with Dr. Psychobos.

Malware snarled, "Which one of you let him escape?!"

* * *

Team Ben and his allies have split up their forces in search for Julie after what has happened at Undertown and the recent discovery of Ship's an impostor.

During the rainstorm, Ben and Elena drove the DX Mark 10 Car, heading to the central town. Rook, Tetrax and Gluto were using Proto-TRUK to the northern city. Team Pierce were on the western town. Cooper, Driba and Bluckic headed to the southern city. Max, Magister Patelliday and his agents were at eastern city.

They have been searching for the missing friend for almost ten hours. They still unable to find her. They're becoming worry sick of her.

While looking at her scanner and listening to the com, Elena grunted in frustration, "Not good! No sign of her. I can't even trace her either!"

"Keep trying, Elena. If what you said is true, we have to find her before that monster will eat her alive," Ben said seriously, "Damn it. Why did I see it?!"

"Ben, it's not your fault. In fact, no one didn't realize about it," Elena said calmly, "All we can do is find and save her before it's too late..."

* * *

After running away from her own friends, Julie was at the church's tower. She was sitting down on the window's exterior sill. She has been silent for the moment, thinking over what she has done today especially hurting her own friends and family.

"What have I done?" Red Armorstrike said in guilt and pain. She sighed, "This... This really has gone too far for me. I nearly killed my friends and cause my mom a heart attack. I have to stop now. Ship, please come out now. I need some fresh air."

However, for odd reason, Viral didn't seem to say anything or even emerged out from her body. That's very unusual...

Julie became suspicious and worried to say, "Ship, did you hear what I say? Get off me now."

_"Never..." _Viral snarled dryly.

"W-What the?!" Julie asked in shock, "D-Did you just talk?! I don't remember you can talk others words, Ship."

Viral hissed,_ "Not Ship... Julie... Belongs... to Viral... Belong to Malware..."_

"What?!" Julie asked in shock and fear. She then demanded, "What have you done to Ship?! Where is he?!"

_"Dead..."_ Viral answered pleasingly.

"No... No... No... Nooooooo!" Julie screamed in shock and concern, realizing of what Ben and his friends have been warning her. She hissed, "Damn it! They were right. You're impostor! You're a monster! You've made me hurt everyone I loved! Damn you! I gotta get you off me!"

_"Never..." _Viral hissed amusingly, _"Yours... Delicious... Viral... Wants You... You're mine..."_

Julie groaned, "Want a bet, bitch?!"

Julie grunted in anger as she began pulling out her samurai helmet, but it got stuck to her armor. She was in shock and disbelief that it did not come off like how she usually did before. Nevertheless, she refused to let it stayed on her. She struggled and did her best to remove the armor parts off her but to no avail as it still stuck on her.

Frustrated and angered of not getting Viral off her, Julie accidentally knocked the Church Bell, which gave them a headache from her head hit and listening to the loud sound. The bell swung back at her off from the tower. They both screamed in pain and fear as they were falling down.

* * *

As Ben and Elena continued their search, they stopped their cars upon listening to the loud bell ringing. They turned and looked at the church, where they found a figure falling down from the tower. They then looked at each other, realizing and worrying that it could be Julie. They drove straight at the location.

* * *

At the cornered alley of church, Kai has arrived and entered the alley. She was grumbling and muttering in anger over not only losing her job, but also her own family kicked her out for dishonesty and deception. She snarled angrily with tears as she knew who to blame. She wanted to get some payback from Julie.

"Julie Yamamoto..." Kai snarled in anger, "I'll make you pay for what you have done."

**_BANG! _**Kai got alerted by the noise. She hid behind the corner as she took a peek on what's behind the corner. She found Red Armorstrike slammed on the large trash compactor's cover. She grunted in pain. She then screamed in anger and frustration as she tried to peel off and remove the armor parts off. But no matter what she does, it won't come off. However, Viral's suit retaliated by punching her face and even forced her to knock on the walls, doors and compactors. This confused and intrigue Kai to see it.

Red Armorstrike screamed in frustration as she can't find a way to take it off. Noticing an electrical box near to the church, she realized that there is a way to take Viral off her. She screamed in anger as she slammed her hands against the box's wires and compactors, causing some powerful electrical surges on her. She then placed them on her armor suit, causing more electrical shocls. Both her and Viral screamed in pain and agony, feeling electrical shocks on her. Despite the pain they have to suffer, Viral's battle suit is weakening and slowly coming off from her skin, but it wasn't enough.

Looking at the pond, Red Armorstrike realized that there is another way to give more power. As she tried to pull out and placed the wire on the pond, but struggled and prevented by Viral's controlling her body. Despite the struggle, she gave all the strength and determination to placed the wire on the pond, causing more powerful electrical shocks, surging and electrocuting her a lot. Both her and Viral screamed in pain and agony. And at the same time, the crimson Mechamorph's molecular cells began bubbling and popping out wildly like it's about to explode. This has caused Viral to explode into pieces, freeing Julie at once.

Seeing Viral has came out from her, Julie groaned in pain yet relief, though aware that her casual clothes destroyed but her bra and panty. She fell on the pond hard, and hasn't make the move due to making a contact with electricity too much.

Surprisingly, DX Mark 10 Car has arrived at the church's alley. Ben and Elena came out from the car. They spotted Julie at the alley's pond. They approached and checked on her. To their surprise and relief, she managed to remove Ship Impostor out of her. Ben held her up while looking at her sadly and worriedly. Elena has the same concerns as well.

Julie grunted in pain as she opened her eyes weakly, "B-Ben..."

"Hey, there," Ben greeted in relief yet guilty. He sighed as he hugged her warmly and comfortably, "Damn it! You're alright. I thought I've lost you."

Julie then sniffed and cried tearfully and softly, "I'm sorry... For everything..."

Ben sighed, "No, Julie. You have nothing to apologize."

Elena nodded, "We'll find Ship. I promise. Rest now."

Julie sighed, "Thank you..."

Julie went back to sleep again. Elena put her jacket around to cover her best friend's body. Ben helped carry her up as he and Elena approached to the car. Elena opened the door, putting Julie on back seat before they gotten to drive and passenger's seat. They then drove off now, heading back to Plumber Headquarter now.

After seeing everything, Kai entered the alley as she began investigating and looking around of the surroundings. She was looking for Viral or at least pieces of it.

"Where are you? I know you're here somewhere," Kai said firmly.

Unknowingly, beneath the trash compactor, a small remnants of black molecule cells slowly regrouped and formed together into complete form of red Mechamorph Pup. As Kai squatted down and looked beneath the compactor, Viral screeched out as she jumped and landed on her face. This shocked and scared her to back off.

Spreading out its black liquid, Viral began attaching and covering around her new host's body. Kai screamed and panicked in pain, agony and fear as she struggled to pull and remove the armor out of her but no avail. For the moment has passed, the red Mechamorph has taken over her body and formed into Red Armorstrike but this time, it is much more different and darker than before.

This new Red Armorstrike is much more demonically and darker. She has the blackish helmet with three sharp spikes on back, a crimson triangle optic-like, has crimson fangs over yellowish fang-like visor with black mask-like to cover her face. It has has red colored spikier two silver horns-like communicator with yellowish horns and spikes. Her armor has sharper and spikier shoulder pads, knee pads and armored gauntlets with sharped silver nails.

"W-What is this?!" Kai demanded in shock.

_"Kai Green... I sense great fury and anger within you... It tastes very sweet..."_ Viral said darkly and sinisterly. She giggled amusingly, _"Tell me then. Do you hate Julie Yamamoto?! Do you hate Tennyson?! Do you hate his team so much?!"_

Kai hissed in anger, "Yes... Yes, I do. I'd never forgive Ben for not being there or even come after me! I'd never forgive his friends for standing up for me! There's one person I will never forgive and hated the most - Julie Yamamoto!"

_"Yes, so does Viral. She sought to destroy Viral, believing that Viral was destroyed. Now, do you seek revenge against them especially that treacherous fool?!"_

"Yes..."

_"Then, bond with Viral, Kai Green. Mind, body and soul..."_

"Yes..."

_"Accept the gift that foolish Julie has rejected."_

"Yes..."

_"And together, we will have our desire..."_

"Yes!"

The demonic Red Armorstrike's visor glowed in golden color as both Kai and Viral spoke in unison and out loud, "We will have our vengeance on Ben Tennyson and Julie Yamamoto! They shall die by our claws! In the name of my father Malware, Death Viral has rise from hell!"

Death Viral screeched out loud and wildly while forming her right hand into a large powerful Death Cannon. She then blasted it to the sky, signifying that she will find and get revenge on Julie Yamamoto. She gave the evil laughter.

_END..._

_Review and Suggest..._

**Main Casts:**  
Kelly Hu: Julie Yamamoto/Armorstrike/Red Armorstrike, Ship, Viral  
Johnny Yong Bosh: Ben Tennyson, Albedo  
Bumper Robinson: Rook Blonko  
Dave Fennoy: Tetrax Shard  
Tia Texada: Elena Validus

**Minor Casts:**  
Paul Eiding: Max Tennyson, Blukic  
Kirk Thornton: Malware  
Johnathon Freeman: Dr. Psychobos  
David Kaye: Khyber, Gravattack, Shocksquatch  
Eric Bauza: Driba, Eatle, Fistrick  
Nolan North: Cooper Daniels, German Teacher  
Douglas Rye: Mr. Yamamoto  
Jennifer Hale: Rojo, Mrs. Yamamoto  
Genma Chan: Quintessa  
Steven Blum: Heatblast  
Fred Tatesciore: Humungousaur  
Dee Bardley Baker: Chamalien  
Richard McGonagle: Four Arms  
Kyle Hebert: Magnus Magic  
Rob Paulsen: Magister Patelliday  
Bettina Bush: Kai Green/Death Viral

**Cameo:**  
John DiMaggio: Colonel Rozum  
Mark Ryan: Achak Green  
Miguel Najera: Wes Green  
Ernie Hudson: Agent Fowler  
Joshua Seth: Kicker  
Peter Cullen: Optimus Prime  
Kevin Michael Richardson: Bulkhead  
Sumalee Montana: Arcee  
Townsend Coleman: Clone Sentinel Prime  
Juliet Landau: Helen Wheels


	8. EP 8: Armor of Demon (III)

**Author's Notes:**  
Sorry for the delays. Been busy and crazy lately to deal with works, home chores and art lesson especially with Coronavirus going out of control in Malaysia. Hopefully it gets better...

* * *

**Episode 8: Armor of Demon (III)**

After Ben and Elena found and escorted Julie back home, they contacted the Plumber Troopers to come to the area for capturing it. They suspected that she's still alive. They have searched and scoured the church's alley for few minutes. And so far, they couldn't find her.

"Find anything?" Plumber Trooper #1 asked. His cadets shook their heads. He sighed, "You're sure that it's around here?"

"According to Tennyson, Yamamoto managed to remove and peel out that parasite around here," Plumber Trooper #2 answered firmly. He scoffed, "I'm surprise that he's willing to find and 'save' her after what she has done."

Plumber Trooper #1 nodded in agreement, "Yeah. He should have broke up with her. She doesn't deserve to be his girlfriend."

Plumber Trooper #2 chuckled, "Right back at you."

"Dude. That's a bit harsh, don't you think?" Plumber Trooper #3 asked in concern.

"Knock it off, cadets. We have the mission to do," Plumber Officer said firmly and seriously, "If anyone speak ill of Tennyson and his girlfriend, I'll give you some severe punish such as running laps for hundreds. Do you get me?!"

Plumber Troopers yelped and saluted, "Yes, sir!"

Plumber Troopers returned to their job, searching and locating for Viral. However, they were not aware of a shadowy figure, hidden from the building's cornered of shadows, stealthily and calmly approached to grab and drag the officer to the corner. With the blaster dropped to the ground, Plumber Troopers got alerted and turned to corner.

As the Plumber Troopers loaded and armed with their blasters, one of them activated and used the flashlight to shine on the shadows. They found the officer clawed and bleeding while hanging upside down. And just before they could do anything, something shot and shattered the flashlights lens, causing them to go panic and randomly fire their blasters everywhere. Sensing and seeing her targets being feared and scared, the shadowy figure's visor glowed in yellowish, taking advantage of attacking and killing them by her claws, swinging glowing red katanas, blasting the blasters and even punching and kicking them off. All of the Plumber Troopers were killed.

The mysterious stalker revealed herself to be Death Viral, standing on the ground while armed with her glowing red katana. The demonic helmet dissolved and revealed Kai's face. She then looked at her armor. She hummed calmly and amusingly.

"Nice... And amazing. Julie is very stupid and weak to reject you." Kai said amusingly and calmly, "I'm not."

Viral hissed calmly, "Yes... We are bonded. We are one. Together, we shall have our revenge."

Kai smirked darkly, "Yes. We will..."

* * *

Inside Dr. Psychobos's Space Station, Malware and his allies are inside the chamber. He was furious and annoyed that Dr. Psychobos and Albedo have let Ship escaped during their ridiculous bickering and fighting. He struck and slammed his giant claws at both of them against the walls.

"Useless! Pathetic! Unacceptable!?" Malware exclaimed in anger, scaring Dr. Psychobos and Albedo. He snarled, "How could you two let him escaped?!"

"I-It wasn't m-my fault!" Dr. Psychobos hissed and stuttered in fear before pointed at Albedo, "It was this useless and pathetic Galvan! H-He's the one, who has caused the situation escalated! He insulted and attacked me for no reason!"

Albedo groaned as he struggled to get out of the grip due to his small size. He snarled, "Don't try to put a blame on me for this mess! You wouldn't admit that I'm better than you! And you attacked me for no reason too, you coward!"

"How dare you?! You dare accuse me for such action?! Your insolence will not be tolerated!"

"Want to try that again?! I will evolved my Ultimate to tear you apart!"

"Your Ultimate Mode of Galvan and powers are nothing compare to my true genius and skills! You could never better me! You could never achieve anything!"

"Wrong! I did a lot. And better than you, second rated alien!"

"Second rated?!" Dr. Psychobos asked angrily before activating his electrical attack, "Why you little-?!"

"I said enough!" Malware shouted in anger, scaring off two scientists. He snarled, "Your arrogance and rivalry will not be acceptable. If you do not work together, I can assure you that your punishment will be severe and painful. And who knows? You might survive..."

Albedo and Dr. Psychobos yelped and quivered in fear, "No, sir! Won't happen it again!"

Malware dropped Albedo and Dr. Psychobos down. Both of them groaned and moaned painfully from the grip and electrical shocks. They turned and glared at each other for the moment.

"So, what is next?" Khyber asked curiously, "Viral failed her mission. She's unable to get hold on her first host now. Possibly destroyed."

"No... I can still sense her presence. She's alive..." Malware said calmly and firmly. Suddenly, the alarm blared. He and his allies turned to the computer screen. It revealed Death Viral before them. He scoffed with a smirk, "As I've said, she lived..."

Death Viral hissed calmly, "Greetings, father..."

Dr. Psychobos chuckled, "Impressive..."

"Indeed, it is. She's incredible..." Albedo said in agreement.

"So, she can bond with another being," Khyber said in surprise, "Looks like it finally come true, Malware."

Malware nodded, "Indeed. What do you have to report, child?"

Death Viral hissed calmly, _"Proceeding with primary objective. And do not worry, I will make certain that Ben Tennyson will be dealt with, along with his allies. Death Viral promised you, father..."_

Malware smiled sinisterly, "Excellent..."

* * *

_Few days have passed..._

Julie has been isolated and remained insider her own bedroom, refusing to come out and see her family, friends and even Ben after what she has done from the past. She even refused to go to school, work at Mr. Baumann's shop or even helped her own team to save the day as well. She even refused to look at her computer or even phone to watch and respond to messages and calls.

Julie was ashamed, upset and guilty of what she has done from the last three weeks, due to the influence of Viral's powers. She was unable to find and rescue Ship either, fearing that he could be killed by corrupted Mechamorph Pup now. She refused to forgive herself for her carelessness and naivety now. Everything she knows of is gone.

In the morning, Julie is now on her own bed, trying to sleep peacefully and quietly. She then heard a ringing tone from her phone. She ignored it until hers gave the voice message responded.

Ben's voice said in concern, _"Julie... Please... Call me... I just want to check on you. I'm not mad at you for what happen from last three weeks. That wasn't you. We'll find and get Ship back. I promised. Love you."_

Julie sighed with her tears poured out and flowing down, "I know... But I can't... I don't deserve everything..."

* * *

Team Ben went to Bellwood Hospital for a visit to Mrs. Yamamoto, who has been hospitalized after she's been diagnosis with heart attack. They weren't alone. Mr. Yamamoto, Max, Mr. Baumann and Elena were there as well. Ben also bought the a bouquet of beautiful Japanese red, pink and purple flowers as well. He gave and passed them to Mrs. Yamamoto.

"I hope you like them. These flowers are from Japan and America," Ben commented calmly.

Mrs. Yamamoto smiled warmly, "How kind of you, Ben. That was lovely. Thank you all for come and visit me. I appreciate it."

"After what has happened from few days, we thought we should check on you and Julie," Max said calmly, "We hope you both are well rested."

Both Mr. and Mrs. Yamamoto remained silent as well as looking upset and worried. Team Ben and their allies realize that Julie wasn't here at all.

"She didn't come?" Ben asked in concern. Mr and Mrs. Yamamoto shook their heads. He sighed, "Could have sworn that she would come and check you up."

Rook said calmly as he patted Ben's shoulder, "Probably not the right time, Ben. But don't worry, she'll come around."

"I don't think so, Rook," Elena disagreed in concern before looking at her hands, "She felt that everything including her mom being hospitalized and Ship's been missing was her fault. I know it well. I've been there before. And it wasn't easy."

"Poor girl. She shouldn't have let that mistakes get to her..." Mr. Baumann said in concern.

Max sighed, "I agreed. Maybe I shouldn't be harsh on her in the first place."

"Mr. and Mrs. Yamamoto, please don't blame her for this. None of them are." Ben spoke up calmly, "It was my fault. If only I have known about that Ship's red circuit, I would have stopped her from controlling your daughter. I'm so sorry..."

"Ben..." Max said in concern.

"Ben, don't blame yourself for this. You couldn't have known about it," Tetrax spoke in concern.

"I should have. I've fought and defeated Malware twice, and now I couldn't..." Ben said in shame. He stood before Mr. Yamamoto. He bowed before him, "I am sorry for putting her in danger. I've lost Ship. No telling what has happen to him since Viral took over his place. I'd never meant this to happen. I should never have allow her to join the team. I'm sorry..."

Everyone remained silent while looking at Ben's bowing to Mr. Yamamoto for apology over Julie's nearly turned into a violent monster. Mr. Yamamoto remained silent while looking at him. He approached and held Ben's shoulder.

"I do not blame you for any of this especially what has transcend on my daughter's being controlled by the Red Oni, Ben. In fact, I appreciate and thankful of you being there for her," Mr. Yamamoto said seriously and humbly, surprise Ben and his friends. He continued, "I know my daughter well. Despite wanted to be the best player, she will not stand idly by to watch people suffer. She'll do anything to help out. She's headstrong and brave girl, but also smart and kind too. All she need is some friends to be there for her. So far, you and most of your friends were there for her. Can I count on you for that?"

Ben, surprised by Mr. Yamamoto, nodded firmly, "Of course. You can count on us. We'll be there for her. We, no, I won't get her get hurt."

Mr. Yamamoto nodded, "That's all I need to know."

"Do you think she would let us see her now?"

"I don't know. But I will try and talk with her first. Like we have discussed, she felt guilty of what has been happening."

"Yeah. It's for the best. Can you tell her that she's not alone and still got us be there for her?"

"Of course, I will. Don't worry. I'll deliver the message to her."

While Ben and his friends were chatting with Yamamoto Parents, they were not aware of someone has been spying and glaring at the scene. She worn a greenish cap, pinkish sweater-like and sunglasses spied and eavesdropped on their conversation. She then walked away until she exited the hospital's entrance, where she removed her cap and sunglasses, revealing Kai herself.

"A perfect trap..."

* * *

Deep in the black space, a sphere-like spacecraft continued blasting off and travelling across the galaxy. Ship was sleeping peacefully and quietly yet uneasily due to him having nightmares.

He dreamt of people screamed in fear and pain while calling out for help, Ben and his team struggled to face off and battled with the army of Red Mechamoprh Warriors while trying to save her, and finally Death Viral approached and stood before the weakened state of Julie. Death Viral held her up for the moment. While snarling and growling at her, Death Viral's battle helmet makeshift into demonic yet monstrous demon-like in taking a large bite on her.

Ship beeped and screamed out loud in pain. He panted and breathed heavily as he just got up from the nightmare. He looked worry and scared before going back to sleep again. All he could think about is that Julie's alright and no get killed.

"Ship..."

* * *

In the evening, Julie, alone, taking a long two-hour hot bath while thinking and wondering of what she's gonna do next after what she has done. She has done terrible things and lost Ship. What can she do now? Will they ever forgive her for the mistakes?

After taking a bath and cleaning herself, Julie gotten herself dressed up with her casual clothes. She then emerged out from the bathroom. To her surprise and shock, she found her father was sitting down on the bed, waiting for her to come out. Both remained silence for the moment while looking at each other, wondering of what they're gonna say as they haven't spoken since she got herself freed from Viral's control.

"Otosan..." Julie said in surprise.

"I apologize for coming to your bedroom without knocking the door," Mr. Yamamoto said calmly and firmly, "I want to talk with you if you allow it."

Knowing what he might want to talk about, Julie reluctantly nodded as she approached and took a seat besides with her father. Instead of looking at him, she looked away in shame. Mr. Yamamoto hasn't say anything yet shown concern and worried looks.

"Sakura, I'm not angry or disappointed of what you have done especially to your mother. In fact, I was worried and scared about losing you," Mr. Yamamoto said sadly, making Julie surprised. He continued, "When you walk down the darker path, there's no turning back from it. You'll be trapped forever. It's what scares me the most. For the first time in my life, I was afraid of losing you when I saw you tried to kill Ben."

Hearing his words, Julie cried tearfully and sadly, "I almost did. I've almost got lost."

Mr. Yamamoto said in relief as he turned his daughter to face him, "And yet, you didn't. You've managed to turn back before it was too late. I was relieved."

"How could you forgive me for what I've done?" Julie asked tearfully, "Why? I shouldn't be forgiven for this horrible mess especially hurting everyone I know of. I don't deserve forgiveness."

While Julie was crying, Mr. Yamamoto couldn't help but feel pity and worry for her. He did exactly what fathers do. He grabbed and hugged her in comfort while shushing her gently, calming her down.

"Sakura, there's one thing you need to learn. I forgive you because you're my daughter and someone I've loved and cherished in my heart. And of course, I believed that you deserve second chance for turning back from walking down the wrong path," Mr. Yamamoto said calmly, surprised his daughter. He continued, "I am sure that others forgive and give you the second chance. They loved and cared for you."

Julie sniffed a bit while wiping tears off, "You believe so, Otosan?"

"I do, Sakura. Your friends, teammates and even Ben loved you so much. They know you're a good person," Mr. Yamamoto said calmly. He stood up and walked towards the door. Before he could leave, he turned and looked at her, "But before that, you must learn to forgive yourself because you've been hard on yourself for failures. Just do your best and protect as many as you can, not all. No one's perfect, not even Ben."

With that, Mr. Yamamoto exited the bedroom. Julie was shocked and surprised by her father's wisdom as she gave the thoughts of what he meant especially 'forgive yourself'. She wondered. Will the others forgive her?

* * *

At the old abandoned military camp called Los Soledad, Quintessa was with both Lockdown and Clone Sentinel Prime inside the main general camp while her Balliffs and Infernocons were patrolling and guarding the area, keeping their optics out for any sign of enemies.

The Quintesson Witch was humming and chanting darkly yet calmly as her eyes was turned into white, her body was glowing in green and even her tentacles were shaking and quivering wildly. The bounty hunter crossed his arms as he remained still, firm and calm while his cloned Prime was tapping his feet wildly and impatiently.

"How long do we have to wait?" Clone Sentinel Prime asked impatiently. He got his head whacked by Lockdown's slap. He yelped in pain, "Hey! What the heck?!"

"How long can you just keep talking stupid stuffs?" Lockdown asked in annoyance, making Clone Sentinel Prime mumbled angrily. He continued calmly, "Quintessa has just cast the spell for her to see the future and also reading the stars, which could give us the edge, so we can turn the tide on our enemies. It takes time."

Clone Sentinel Prime groaned, "I hate waiting."

Quintessa gave the loud screech as her white eyes slowly dimmed down to greenish eyes and her body stopped shaking and glowing. She took a deep breathe before released it. She turned and looked at both Lockdown and Clone Sentinel Prime. Both of them knelt down before her.

"Fortune smile upon us, my faithful generals. As I've seen the time has yet to come, our plan will come to fruition, all thanks to J579's effort. She will succeed it." Quintessa said calmly and amusingly. Both Lockdown and Clone Sentinel Prime smiled amusingly. She then turned and looked at the Infernocon marched into the chamber. She demanded, "What is it, soldier?"

Infernocon yelled in pain, feeling some cracks forming around his chest to head and bottom like someone's tearing him apart. He did, done by Death Viral. She hissed and screeched out loud, scaring Lockdown and Clone Sentinel Prime to arm with their weapons. Quintessa remained calm yet amuse and pleasing as well.

"What the hell is that thing?! Some kind of abomination?!" Clone Sentinel Prime demanded frantically.

Lockdown scoffed, "Whatever it is, we shall deal with it for trespassing our base!"

"Stand down..." Quintessa ordered firmly, shocking her generals. While uneasy and disliked of standing down, both Lockdown and Clone Sentinel Prime knew better not to question her. They stand down and moved aside, allowing her to approached Death Viral. She smiled, "So, this is your new and improved form? Or should I say, your true form, Mechamorph?"

"I am more than mere weak and limited Mechamoprh, Quintessa. No. I am an evolved creature, just like my father and creator." Death Viral said calmly and amusingly. She then revealed the face of Kai. She continued, "And more importantly, I've no longer depend on one human, but more as long as they possessed more negative emotions for me to use and bound with. She is perfect."

"Humans are weak species in this universe. I couldn't careless of them. You should have remain attach to J579 instead. She is the perfect specimen." Quintessa said in disappointment, annoyed Death Viral. She then demanded, "What is it you want?"

"An alliance..." Death Viral answered calmly and amusingly, "I want you to assist me to take revenge on Julie Yamamoto and her friends. After all, they're the responsible of interfering your plans. And I can help you finish them off."

"What makes you think I require your service? These humans especially that boy with watch are beneath me. My generals could easily deal with them."

"If that is true, then why not deal with Ben and his friends alive? Are they afraid or weak to do so? I mean they couldn't even finish off the U.S. Military..."

Angered by insults, Lockdown and Clone Sentinel Prime armed with their weapons, Quintessa held 'halt' gesture up. She asked, "True... I'm having difficulties to deal with. The Humans have been thorn in my side for too long."

Death Viral smiled, "If you help me take revenge on my former friends, then I can help you finish up the nuisance, with the help of my creator and others. So, you can finish your project peacefully and calmly."

"Hmm... Intriguing. Very well, I accept your terms. However, on one condition for our alliance, Pretender J579 or to your reference - Sakura 'Julie' Yamamoto must remain intact and alive." Quintessa said calmly, shocking Death Viral.

Death Viral hissed and snarled a bit, "Why? Why is she so important to you?!"

Quintessa narrowed her eyes suspiciously, "She has an important role to play for my master plan in the future. She will bring me success and victory. Fail to do so, I will not hesitate to abandon and betray you. Remember that..."

Death Viral groaned in frustration before sighed in defeat, "Fine. I accept it. I'll go and make some necessary preparation to make them come to me."

With the negotiation complete, Kai's face is covered by her visor. Death Viral turned and headed off at once to begin her preparation.

"You're not seriously, trusting her, aren't you?" Clone Sentinel Prime asked.

Glaring at frightened and worried Clone Sentinel Prime, Quintessa spoke dryly, "Of course not. However, I do require a contingency plan to deal with her..."

**_BOOM! _**The explosion alerted Quintessa and her allies to come out from the camp. They then found a small sphere-like ship has landed on the ground before them. It then opened its hatch, which shocked and surprised them.

"Looks like we have one," Lockdown commented, "Do you think she will accept it?"

Quintessa smiled, "That depends on how far will she go to protect them..."

* * *

Inside the Bellwood Hospital, Mrs. Yamamoto was still hospitalized and slept peacefully, without being disturbed. The nurse was the last person to check and make sure her condition is alright. She then left the room now. However, another nurse has arrived and entered the room as she approached to Mrs. Yamamoto.

Mrs. Yamamoto groaned a bit before opening her eyes. She looked up and found a nurse stood before her. She asked, "Yes, nurse? Is there something you need?"

The nurse removed her white coat and mask, revealing Kai herself, "Yes, you'll be my great help."

And just before Mrs. Yamamoto could ask, Kai transformed into Death Viral. She then quickly grabbed to silent her mouth. She even put a gesture of silence on mouth, with the shushing sound.

* * *

By using and driving Proto-Truk's truck mode, Team Ben has arrived and entered the Burger Shack restaurant. Both Tetrax and Rook used their ID Masks to blend in the human society. They sat down on the table set that is close to the window view.

"So, what you guys need?" Ben asked calmly.

"Just salad and apple juice. Nothing more, nothing less." Rook said calmly. Ben looked at him, with surprise looks. He sighed, "Ben, I'm vegetarian. And I've always prefer nutritious diet."

Ben shrugged, "Fine. I forgot. Tetrax?"

"Not sure. Probably Cheeseburger and fries," Tetrax answered calmly, "Always want to try the human's meal."

"Alright. Be right back for the sec," Ben said calmly.

Ben let the table set. He headed straight to the counter for getting some order. As he was about to order, he looked shock and surprise upon looking at the cashier.

"K-Kai?!" Ben asked in shock.

Kai smirked slyly, "Hey. What can I get for you?"

And just before Ben could do anything, Kai has transformed into Death Viral as she grabbed him by throat. She hissed amusingly before thrown him straight at both Tetrax and Rook out of the window. The customers gasped in shock of what they just saw. They turned and found Death Viral climbed out from the cashier counter. They all screamed and panicked in fear while ran out for their lives.

Death Viral approached to Team Ben, who grunted in pain while struggled to recover from surprise attack. They took the glance at Death Viral.

"Kai?" Ben asked in shock and confusion, "What the heck are you doing here with that thing?!"

"That is Kai?!" Rook asked in concern. He hissed while looking at Death Viral's armor, "That is not good. The longer she attach to Malware's spawn, the harder for us to help and separate her from it."

Tetrax grunted as he armed with his shards, "Then, we've gotta work hard now!"

Ben readied his Omnitrix as he was about to transform into another alien, but Kai laughed amusingly and sinisterly, making him and his team confused.

"I wouldn't try to resist you if I were you, my old friends. Look behind you..." Kai said calmly.

Feeling some lights shinned on their backs, Team Ben turned and looked back as they found Lockdown and Clone Sentinel Prime's vehicular modes drove towards the team. Lockdown Car's window screen revealed the tied up Mrs. Yamamoto, which shocked and scared Team Ben.

Kai continued, "If you continue to resist, I cannot guarantee the safety of Mrs. Yamamoto. So, just give up for her sake. Otherwise, your girlfriend's will be heartbroken..."

Ben grunted in anger, "Damn you, bitch..."

Worried for Mrs. Yamamoto's safety, Team Ben stand down at once. Tetrax and Rook put down their weapons at once while Ben distanced his hands from touching the Omnitrix.

Kai smirked, "Good..."

* * *

After the talk with her father, Julie and Mr. Yamamoto decided to check and visit Mrs. Yamamoto at once before the visiting hours closed. Upon arriving at Mrs. Yamamoto's ward, they then found the patient bed. They both became worried and scared, fearing that something happen to her.

While Mr. Yamamoto called and demanded to see the doctor, Julie looked around the bed, searching for any clues that could link to her being missing. She then found something on the blanket. She saw a reddish color underneath. She unfolded it, revealing the message:

**_'Their flesh and blood will be my latest meal to feast. Come and stop me if you can, Armorstrike. Meet me at the abandoned factory...'_**

"They?!" Julie asked in concern and confusion. She gasped, "Okasan! Ben!"

"Sakura?" Mr. Yamamoto called in concern. Julie turned and ran off at once. He called, "さくら、どこに行くの？"

"私のお母さんを見つけます！" Julie shouted back in concern, "お父さん、警察に電話して!"

Unable to get some answers from his daughter, Mr. Yamamoto did exactly what she has requested. He called the police while looking at the blanket message with red painting. Julie ran as fast as she can. She has to find and fight off Malware's Spawn, but she need an armor and weapons to fight off the enemies.

* * *

Inside the Plumber Headquarter; Max, Elena, Cooper, Driba and Blukic were at the control center. Max was drinking his unusual alienated soup. Cooper and Elena were working together in searching and locating Ship, hoping that he's around at Bellwood, not far from the planet. Driba and Blukic were working on some devices with electrical shocks, which often shocked them a bit.

"Anything?" Max asked.

Elena shook her head in concern, "No, sir. Nothing."

Cooper sighed, "Elena, we've been searching for days. And we still couldn't find him. Let's face it. He's gone. Malware must have finish him off..."

"No. I promised Julie that we will find her. I can't give up now," Elena protested firmly.

"We know, Elena. But we have to face the fact, he could be gone. I'm sorry" Max said sadly yet shamefully while patting Elena's shoulder. He sighed, "I'll tell her about this."

"No, I will. I made a promise to her." Elena said firmly.

Suddenly, Max and his team heard the alarm blared out loud. They were alerted and worried as they knew where it came from. They headed to Cooper's science laboratory. They found most of chemical, tools and technologies were still here. They looked up and found something missing inside the capsule.

"My Marauder EXO-Suit! It's gone!" Cooper exclaimed in concern, "That was just a prototype!"

"How on earth did the thief get inside without the Plumber's Badge?" Max asked angrily.

Elena approached to the capsule. She summoned the Nanites for scanning and analyzing it for the moment. She gasped in concern, "Julie... She was here..."

"Why would she steal my prototype for?" Cooper asked in concern and confusion.

"I've tried to contact Ben and his team, but they didn't respond at all..." Max said in concern and seriously. He then realized the situation as he pieced them together, "Oh no! Ben and his team are in danger. We have to find them now."

"Don't worry. I've got the suits tracking device. It will lead us to them," Cooper said firmly.

Noticed something from the entrance, Blukic yelped in concern, "Uh... We've got something else to worry about!"

As everyone turned to the entrance, they found Quintessa stood before them. She was holding the metallic box.

"Quintessa?!" Max asked in shock, "What are you doing here?! How did you get here in the first place?!"

Instead of answering, Quintessa put down the metallic box before teleported out at once. Max and his team were alerted and confused of why she just left the box behind.

"What was that about?" Driba asked in confusion.

"I don't know. Whatever is inside the box," Elena said in concern. She approached and opened the box. She and her friends gasped in shock and surprise, "It has to be good for some reason..."

* * *

Arriving to the old abandoned factory, the mysterious motorcyclist climbed down from her armored advanced motorcycle. She revealed herself to be Julie wearing a prototype Marauder EXO-Suit, which contained of pinkish colored samurai's armor, kabuto helmet and a winged jetpack. She looked up and glanced at the factory. She sighed in concern.

"Alright. This is it. Armorstrike or not, this is my mess. I have to deal with it," Julie said firmly, "Okasan... Ben... Hang on. I'm coming..."

With such determination, Julie marched into the factory. She then armed with long katana sword. She scoured and kept her eyes out for any sign of Red Armorstrike or traps. So far, there was nothing but old and broken tools and machinery.

Upon reaching to the end of factory, Julie found her mother and team were tangling upside down by strange blackish web-like. Team Ben were consciousness while Mrs. Yamamoto is not.

"Okasan! Ben-Chan! Rook! Tetrax Sensei!" Julie cried out while running towards them.

"J-Julie?" Ben asked in surprise while feeling a headache, "Julie?! Get back! It's a trap!"

Julie readied with her blasters, "I don't care! I'm getting you guys out!"

Spotting something flying towards her, Ben gasped, "Julie, behind you!"

It was too late. Death Viral grabbed and rammed Julie straight at the tank hard before slammed and struck her head against it for three times. She managed elbowed at her face before blasting her off. Death Viral recovered quickly before landed on the ground. She then laughed amusingly and sinisterly, making Julie nervous and worried.

"Well, now. It's about time you show your face..." Death Viral said amusingly, while revealing her true face.

Julie gasped, "Kai?!"

"That's me..." Death Viral said amusingly and darkly. She grabbed and held Julie by neck. She hissed and glared at her, "It's payback time. I'm gonna kill you for what you have done to me!"

"What I've done?!" Julie asked angrily, "You did it to yourself! If you hadn't try to romanticize my family history, then you wouldn't get fired! You know better than trying to be dishonest and selfish for fame!"

"You're wrong! I wasn't trying to get more fame. I was trying to save my father's job!" Death Viral snapped in anger at Julie, who was in shock. She continued, "The curator demanded my family to find and seek out anything important and related to Japanese History. And wanted it done by three days. My father worked very hard to find it, but found very little and hardly interest. So, I have to fake the history and findings, to save my father's work. And now it's ruined because of you bitch! My father is a laughingstock! My family betrayed and abandoned me!"

Julie grunted in pain, "I'm sorry, Kai. I really am. I didn't mean it. But that doesn't excuse of what you did! Curator or anyone could easily detect and find out the fake. It makes no difference."

"You're right... It doesn't..." Death Viral snarled, "I'm gonna humiliate you. Hurt you. And then kill you. Just like how you did with me, Yamamoto Julie Sakura!"

Formed her visor back, Death Viral gave the loud screech of anger as she thrown Julie straight to the ground hard. As the armored heroine struggled and recovered to get up, the demonic armored warrior charged and attacked her by launching couple of punches by face and chests before kicked her by guts. She grabbed and slammed her to the ground hard. As she was about to grab Julie, the latter managed to gave her a headbutt before punched her by face. Both of them have the fierce brawl with each other.

While Julie and Death Viral were busy attacking each other, Ben struggled to get his left hand, which has the Omnitrix stuck and trapped by the webs. After managed to moving his hand out, he grunted as he slammed his chin against the Omnitrix. He transformed into NRG. His armor heated up a bit, burning and melting the web, freeing and dropping him to the ground. He fired his lasers at the webs, freeing his teammates and Mrs. Yamamoto, whom Tetrax managed to grab and save her in time.

"Tetrax, get Mrs. Yamamoto out of here! Rook and I will help Julie," NRG said firmly, "Had the feeling those mysterious drivers will show up soon!"

Tetrax nodded firmly, "Got it! Will be back to you soon!"

NRG fired his heat beam at Death Viral's back, allowed Julie to launch the punch at her face. Holding tight on Mrs. Yamamoto, Tetrax ran straight towards the entrance. Both of them have escaped. NRG and Rook approached and helped Julie to stand up. Three of them turned and faced off Death Viral, who slowly got up from the ground.

"Three against one? How pathetic and predictable..." Death Viral said amusingly, "I've got my own backup."

**_BOOM! _**A grayish Lamborghini Aventador and blue snow truck emerged out from the behind of old machinery. They both charged and rammed both NRG and Rook off for the fight, leaving Julie to fight off Death Viral. Both of them began punching and kicking at each other for few times, though the latter is unable fight well due to the former proved to stronger and faster for her to defeat.

Lockdown's Car Mode continued rolling around the factory, making Rook struggled to hold onto him. Luckily, he managed to use his Proto Armor's gauntlet to launch the grappling hook on the roof supporters, allowing him to get up. He then armed and fired his Proto-Tool Blaster Mode at him. He didn't seem to be fazed by the attack. The car turned around and fired his blasters and missiles, prompting him to use Energy Shield to block the attacks. The car throttled up his engines and tires before charged and rammed at him again. Rook, using his Power Gauntlet Punches, holding on and withstand the attack for the moment. He also then gave a powerful taser shocks and his Proto-Tool acted as Auto Turret to fire the shots at him. Despite he gave it all, Lockdown's car mode didn't feel any damage before ramming and knocking him off.

NRG and Snow Truck were ramming and pushing each other for the moment, and none of them make the move. Using his Radioactive Powers, NRG gave the painful burning heat on the truck, making him yelped in pain. He then fired and blasted powerful laser beam in knocking him off. NRG grunted in pain as he hit his Omnitrix, turning into Cannonbolt. The snow truck charged and tried to hit him but missed due to Arburian Pelarota evaded and bounced around the area before strike back at him for few times. Aftermath, he transformed into Chromastone, who unleashed full powerful laser beam in hitting the snow truck. As soon as he gently landed on the ground, the snow truck emerged and rammed him off straight to computer. He then fired electrical net to trap and hold him against it. Chromastone tried to fight but got shocked by the attack.

Both Julie and Death Viral fought and battled with each other fiercely. Both of them fiercely and violently swung and struck the punches at each other for 10 - 15 times until they thrust their punches at each other's faces. Death Viral quickly swung her kick at her gut before grabbed and continued kicking at hers for five times. She slammed her to the ground. She launched some punches at her, struggling to get up and defend herself. Eventually, Julie managed to push Death Viral off. She then swung her kick at her before gave some punches at her but missed and evaded by her.

Death Viral grabbed before twisted and held her arms back, followed by kicking and kneeling Julie to the ground. She grabbed and strangled Julie hard by throat, making the latter yelped in pain and suffocating some air. She then slowly twist her head around, about to kill her.

"Kai, stop! You're killing her!" Chromastone shouted in pain and agony.

Rook grunted, "It doesn't have to be this way!"

Death Viral scoffed, "Too little, too late. Time to eat your flesh for good, Yamamoto..."

And just before Death Viral could finish her off, everyone heard tire's loud screeching noise. They turned to the entrance, where they found a motorcyclist was riding her crimson motorcycle, heading straight at them. Using the ramp, she slide and jumped off before kicked it straight at Death Viral off. She turned and fired her swarms in attacking and driving both Lockdown and Clone Sentinel Prime off, and also freeing Chromastone and Rook. Max and Tetrax have arrived as well. They helped out two of them. They all regrouped at once.

"Elena! You came!" Julie exclaimed in relief.

"You bet I am." Elena said firmly. She then gave a hard punch at Julie's face, "That's for sneaking in the lad and stealing the Marauder Suit, without telling us of what's going on!"

Julie yelped in pain, "Ow! That hurt!"

"Don't ever do that again." Elena said firmly. She took the metallic box, "Anyway, got a present for you, Julie."

As Julie opened the metallic box, it revealed healthy Ship. The Mechamorph Pup barked wildly and happily as he jumped on Julie. He gave her a lick on face, making her giggle and commented to see him alive again. Ben and his friends smiled in relief to see them together.

"I'm so glad and happy that you're alive, Ship. I was worried and scared for you..." Julie said in relief. She turned and found Death Viral grunted to stand up. She looked at Ship, "You ready, boy?"

Ship nodded firmly. The Mechamorph Pup merged and formed together with Julie as they both became Armorstrike. She is now armed with her twin glowing green katanas. Chromastone hit his Omnitrix as he turned into Humongousaur. Elena summoned and formed her Nanites into Nanite-V while armed with her blasters. Max, Tetrax and Rook are armed with their blasters. All of them formed a perimeter around themselves for the fight.

Death Viral and two transports managed to get up and readied for the next fight. Team Ben looked at each other for the moment. They all nodded firmly. Humongousaur and Max charged and engaged the Clone Sentinel Prime's Snow Truck. Tetrax and Rook are engaging Lockdown's Lamborghini Aventador. Julie and Elena are fighting Death Viral.

Humongousaur roared out loud as he charged and rammed against the snow truck. Surprisingly, the truck managed to recover before firing powerful laser cannon at his face. He then charged and rammed him off for two to five times. Humongousaur tried to land a punch at it but keep missing the attack and got hit very hard for few times from laser blasts and ramming. He scooped Humongousaur over him. He landed on the ground hard. And just before the Vaxasaurian could recover, Clone Sentinel Prime's Truck reverse and trapped him against the walls. Max came to his aid by entering the truck as he began moving steering wheel, pushing the gear down and hitting gas pedal, making it go crazy like riding the red bull. Unfortunately for Max, the driver seat launched the seat belts in trapping and holing him tight. He armed and aimed the blasters at him. Luckily, Humongausur recovered as he grabbed and tear out the door before getting Max out. He then threw Clone Sentinel Prime's Snow Truck straight out of the entrance, hitting at the river hard. Both of them looked at each other as they gave high-five.

Throttling and riling his engines, Lockdown's Lamborghini Aventador rolled out to surround and go around Tetrax and Rook. Both of them have tried to fire and blasted their guns at him but missed due to him driving too fast for them to catch up. Unfortunately for them, he blasted and fired his blasters at them, forcing them dodge and evade the attacks while trying to shoot or attack him but to miss and got knocked out at ease. The car then launched the grappling hook on Rook, before pulling and dragging him as he go around and around for few times, making Tetrax having hard to attack. Lockdown even grappled and dragged Tetrax along. Both of them grunted and moaned in pain to feel the attack. Noticing the tires ahead of them, both Tetrax and Rook fired their blasters in damaging and destroying tires, flipping them and the car over. They quickly cut off the rope, freeing themselves while Lockdown's Lamborghoini Aventador got thrown out of the factory's walls.

Both Armorstrike and Nanite-V are facing off Death Viral, who hissing and snarling playfully at them. Three of them are armed with their own modernized and armored swords. Death Viral gestured Armorstrike to come and challenge her. Angered by arrogance and challenge, she charged and swung her katanas at the red armored warrior, who easily dodge and evade the attacks for few times before grabbed it and then gave some punches on the guts before kicked her. She was about to finish the greenish warrior until Nanite-V jumped and kicked her off. She then struck and thrust her armored sword at the red warrior, who fiercely fight back. Both of them swung and struck their blades fiercely and violently for few times until Death Viral dodged and swiped kick to trip Nanite-V down. She armed and fired her Death Cannon at her but kicked off by Armorstrike.

Armorstrike helped Nanite-V to get up. Both of them gave a gentle fist bump. They turned and faced off Death Viral. They both armed and readied for her to make a move. Thus, she did. Death Viral charged and swung her twin katanas at them. They blocked the attacks before kicked her off. She then charged and swung her blades against them as they fought back as well. Both of them swung and struck their blades against her as hard and fierce as they can. Unfortunately, she was too swift and skillful for them to handle. Nanite-V swung the sword on left side while Armorstrike attacked on the right but blocked and held on by Death Viral for the moment. She then thrust herself up before kicked them aside. They tried to fight her off but they got easily punched and kicked for ten times before kicked their faces off.

As Armorstrike tried to recover, she got grabbed and slammed against the walls. Death Viral fired the cuffs on her hands against the walls. Nanite-V tried to help but Death Viral fired her Death Cannon on the ground, causing the explosion and knocked her off to another side. The crimson armored warrior turned her attention to greenish armored one as she began punching on her guts for one time, then hitting on chest five times before struck at her face for ten times until the helmet come off. Julie coughed a bit before spill some blood out.

"How does it feel now, Julie?" Death Viral asked as she revealed the face of Kai. She smirked, "To be beaten by me with the power you stupidly rejected."

Julie coughed painfully, "Kai, you've gotta take that spawn off now!"

"Why should I? I loved having it as my battle suit."

"Kai, I know how it feels. It makes you feel stronger, faster and powerful than before. But at that price, you'll lose your humanity. I've hurt so many people. Please, don't do this."

Death Viral scoffed, "It is too late, Yamamoto. It's my turn to hurt you for what you have done to me!"

"Let her go, Kai!" The firm voice called out. Everyone turned to their back as they found Achak and Wes were there, along with Cooper, Driba and Blukic. He continued with firm glare, "I said let her go now!"

Death Viral snarled in anger, "Stay out of this, father! This doesn't concern you at all!"

"It does when my daughter is doing something irresponsible again! I am ashamed of you! Have I taught you anything?!" Achak scoffed as he marched towards Death Viral, "I taught you to be humble, selfless and responsible girl to bring honor to your family and tradition, and also other people. All you ever did is doing it for yourself. And now, you just want revenge on someone's being honest than you! How petty you really are! I am truly disappointed with you. You have brought dishonor to your family and me."

Death Viral snarled, "Anything else you want to criticize me, dad?! I would love to hear it like how you kicked me out!"

"Yes. There is one person you should blame. And it is me..." Achak said firmly, which shocked Death Viral. He continued with a sight, "Kai, I am sorry for everything. I should have raised and taught you better. I am a terrible father. I should never have kicked you because of my temper and stupid reputation."

The anger and ferocious she has slowly turned into gentleness, Kai said, "Dad, no! It's not true. You're not a terrible father."

"Yes, I am. After your mother passed away, I chose to deal with sadness by going to another place to do my work while ignoring you the most. I left you behind with your grandfather because he could teach and raise you better. But I was wrong. What you need the most is me. And it is time I acted as a father you needed the most."

"Dad..."

"Please, Kai. Let it go. Come home with me."

"I don't know if I can?" Kai said tearfully.

Achak smiled, "Let your father help you. I'll bring you home."

Though scared and worried, Kai nodded tearfully. As Achak slowly approached to his daughter, she was about to reach her father's hand. Instead of grabbing and holding his hand, her left claw reacted strangely. It formed a sharp claw and extended its nails right at the chest. It shocked everyone and even Kai.

"Nooooooooooooo!" Kai screamed in shock and tears. Achak yelped in pain as blood spilled and flowing down from his mouth. With nails detached, he fell to the ground from his back. She then screamed out loud. She screamed, "WHAT HAVE I DONE?!"

"Kai, get it off you now!" Julie pleaded.

Kai tried to peel out the armor but it stuck to her body now. Her visor began to form around her face, scaring and shocking her.

"Heeeeelllllllllppppppppp meeeeeeeeeeeee!" Kai screamed in fear and pain. Her visor has covered her face. Death Viral has taken over her. She gave the loud screech, scaring everyone up. She snarled, "Prepare to die!"

Death Viral armed with her katana as she prepared to kill Julie. Luckily, Spidermonkey fired his ball of web at her face before blasted off by Nanite-V and Rook. The rest of Team Ben arrived and helped Julie up. Her helmet reformed while readied with her katana. They all facing at Death Viral now.

"We've gotta do something," Armorstrike said in concern.

"We will. What we need is electricity to shut it down!" Spidermoneky howled in concern, "I'm running out of time and energy!"

"You don't need to!" Blukic exclaimed happily as he and his partner brought the wagon of new armored guns. He smiled, "Presenting the EMP Armored Blasters ready!"

Driba added, "For the record, they're prototype."

"It's all we need," Spidermonkey said firmly as he grabbed the EMP Armored Blaster. He fired his blaster at Death Viral, which gave her some shocks. He shouted, "Hit that spawn with everything you've got!"

"Form the perimeter! We can't let it escaped! Not this time!" Max ordered firmly.

As ordered, almost everyone, excluding Achak who was wounded by the attack, grabbed and armed with the EMP Armored Blasters. They all formed the perimeter around Death Viral, who is armed with her blasters. She gave the loud screech.

"Open fire!" Armorstrike cried.

Everyone began firing and blasting their EMP Armored Blasters at Death Viral. The crimson armored warrior received the blasts and hits as she began to feel the pain and agony while screaming and screeching out loud in pain. No matter where she tried to go or even tried to attack her enemies, she got blocked and blasted back to the middle.

The EMP Blasts has taken some serious critical hits on her, weakening and wounding her a lot. With that, Death Viral's armor is coming off while exposing screaming Kai. This allowed Spidermonkey to fire his web in capturing and pulling her out of the armor. Wes grabbed and held her in time.

Though Team Ben has rescued Kai, they noticed something off and uneasy with Death Viral armor. it slowly formed into a gigantic yet much more terrifying and demonically than before especially turning into much larger snake-like monster. Her appearance scared the hell of Team Ben as they have never seen and fought monster like her. And just before they could do anything, she unleashed the Death Cannon on the ground, repelling them off. And at the same time, Death Viral's tail grabbed and coiled around her body, slowly tightening the grip, making her screamed in pain.

Feared for her safety, Spidermonkey hits Omnitrix, turning into Upgrade. He grabbed and merged with EMP Armored Blaster into more advanced and powerful weapon, with the help of Rook to fire and blast at the creature, weakening it. Nanite-V rushed in as she grabbed and saved Armorstrike in time. They all regrouped.

Team Ben looked at each other as they nodded firmly. Both Nanite-V and Armorstrike formed together into a large twin cannons-like, along with Rook placing both Proto Tool's Pod Launcher Mode and EMP Armored Blaster and finally merged and upgraded by Upgrade. They then charged up the cannon's power. As Death Viral was about to attack again, Team Ben screamed out loud as they fired the cannon at her, blasting and destroying her into pieces. It was burning up alive to death. There were no remains of it for good...

Everyone sighed in relief that they have defeated and finished Death Viral for good. They then turned and looked at Wes, who was hugging and comforting Kai close to him while looking at his wounded son. Cooper, Driba and Bluckic did their best to patch his wounds.

"Dad..." Kai said sadly and painfully.

Achak coughed painfully, "I'm alright. Just a scratch..." He turned and looked at Team Ben. He asked, "Is the demon gone?"

Armorstrike nodded, "Yeah. They're gone for good."

Achak sighed in relief, "Thank god..." He turned and looked at Kai, "Everything's alright now. I'm gonna spend more time with you. I promised."

Kai cried tearfully, "I know, dad... I know..."

"Everyone, I am sorry for what happen today," Julie said in guilt while bowing down, "I should have taken care of that monster when I got myself free."

Upgrade transformed back to Ben. He approached and patted Julie's back, "Julie, you've got nothing to apologize. We're glad that you're back to yourself and with Ship again."

Elena nodded, "Yeah. We got here in time."

"Julie, you don't have to continue this if you're too scared." Ben said calmly.

Julie shook head, "No. I'll be fine, Ben. I've got friends like you. I'm not alone. Besides, you'll need some help to fight Malware. I have the feeling he might plan something bigger."

"Yeah. I guess so..." Ben said in agreement.

"Think that's the last we've seen of monster?" Elena asked in concern.

Rook nodded, "I hope so. I do not want to become like that again."

"To be honest, I hope that was the last thing we have seen," Max said in concern, "If she's anything like Malware, she might survive this."

"If she did, we'll be ready for her," Tetrax said firmly.

"By the way, Elena, where did you find Ship?" Julie asked.

"We didn't," Elena answered, "Quintessa helped send us Ship. I don't understand why she would do that. It's kinda odd of her to help us when we've been chasing and hunting her down."

Rook hummed in concern, "That is strange..."

"Maybe another time we'll find out and capture her alive." Tetrax said firmly and calmly.

Team Ben nodded in agreement. They all turned to the entrance, where they found Mr. and Mrs. Yamamoto have arrived and entered the scene, accompanied by Plumber Troopers, They rushed and gaved Julie a comfort hug as three of them cried tearfully and happily. The rest of Team Ben smiled in relief to see the family are together. Everything's alright now...

Unknown to the group, Quintessa has seen everything from the factory's distant window. She was accompanied by injured Lockdown and Clone Sentinel Prime. She smirked amusingly and sinisterly to see the event.

Quintessa smiled, "The time will come. This world will fall and remade into Quintessons. I promised you..."

Quintessa snapped her fingers, summoning the portal that allowed her and her generals to march and enter it. They have been teleported to another area now.

* * *

At Dr. Psychobos's Space Station, Malware and his accomplices were walking down the hallway as they're heading straight to another chamber. They also received the latest reports that Viral not only has failed them but also was killed.

"What a pity. Our first experiment was killed. Such a disappointment," Dr. Psychobos complained in anger.

Albedo nodded, "Indeed. She has succeeded of capturing and bonding with other humans, turning them into our pawns. She was a perfect specimen. We could use her help to lead the invasion."

"Viral will not be defeated and killed easily..." Malware said calmly and firmly, "I have confidence that she will return and reunite with me. For now, we must build and train our army. They must be ready for war."

"An army?" Khyber asked in surprise.

"Yes. Viral wasn't the only Mechamorph to be created." Dr. Psychobos said calmly.

"Since her creation, we have created more of them now," Albedo said amusingly.

"Yes." Malware said calmly as he and his accomplices entered the chamber. All of them were looking at the large several rows of canisters-like tubes containing of greenish liquid with various sizes of Red Mechamorph within. He smirked, "All of them will be ready for war. None shall stand in my way for revenge against Azmuth. Not even Tennyson..."

* * *

Beneath the factory's lies dirty sewerage. And something was dripping on the floor. After the drip, the goo slowly formed into blackish goo with spikes and reddish circuits. It raised its head up before gave the loud screech.

**_"Viral lives!"_**

_END..._

_Review and Suggest..._

**Main Casts:**  
Kelly Hu: Julie Yamamoto/Armorstrike, Ship, Viral  
Johnny Yong Bosh: Ben Tennyson, Upgrade, Plumber Cadet #1  
Bumper Robinson: Rook Blonko, Plumber Cadet #2, Plumber Officer  
Dave Fennoy: Tetrax Shard  
Bettina Bush: Kai Green/Death Viral, Plumber Cadet #3

**Minor Casts:**  
Paul Eiding: Max Tennyson, Blukic  
Kirk Thornton: Malware  
Johnathon Freeman: Dr. Psychobos  
David Kaye: Khyber  
Lex Lang: Albedo the Galvan  
Eric Bauza: Driba  
Tia Texada: Elena Validus  
Nolan North: Cooper Daniels  
Douglas Rye: Mr. Yamamoto  
Jennifer Hale: Mrs. Yamamoto  
Genma Chan: Quintessa  
Mark Ryan: Achak Green, Lockdown  
Townsend Coleman: Clone Sentinel Prime  
Fred Tatesciore: Humungousaur, Cannonbolt  
Dee Bardley Baker: NRG, Spidermonkey, Chromastone

**Cameo:**  
Miguel Najera: Wes Green  
Corey Burton: Mr. Baumann


	9. EP9: Rook's Honor

**Episode 9: Rook's Honor**

Two weeks have passed after the fierce fight with Death Viral. Kai was sent to asylum for her mental treatment due to side effects from bonding with Viral. Achak and Wes have cut down most of their archaeology business trip to spend some time with Kai for better treatment. Julie has returned to Team Ben, and also make the amends with some people and friends she has mistreated badly, thanks to Viral's influence. Nevertheless, everything is back to normal.

After what Team Ben have been through, Rook have suggested and requested three weeks of leave form their duty as he not only wanted his team for resting, but also returned and reunited with his family. He hasn't seen them for three years since he left for Plumber Academy. And of course, he wanted to introduce his friends and newly adopted sister to the family, sharing their culture with his family's side.

Using his Proto-Truk Spacecraft Mode, Rook was driving and flying straight across the galaxy, joining in by his friends and adopted sister.

"Wow... I can't believe this is happening. I finally get to go and see Rook's home!" Helen said happily, "I'm so exciting! Oh! I'd never been exciting in my life!"

Tetrax chuckled a bit, "Yes, Helen. We're also excited about this as well. And of course, we do need a good vacation from the crazy fights with Malware, venturing Pony Dimension and of course the crazy nasty fight with that Viral Blob."

"No kidding. That is so exhausting..." Ben agreed. He turned and looked at Rook, "Hey, buddy, thanks for inviting us to join you visiting Revonnah."

Julie nodded, "Yeah. We've always wonder what kind world Revonnah is. It must be very beautiful and peaceful world that doesn't involve of war, at all. I've also heard that Amber Ogia are the best fruits."

"Indeed, they are, Julie." Rook said calmly, "I appreciate you all to accept it as well. I wish to show my people and family about you and the culture you have from your home. I want to share it with them. And who knows? They might open for trading and negotiation."

"Wait? You mean that you guys never done it before?" Helen asked in surprise.

Rook nodded sadly, "Yes. Revonnah is not just about agriculture and farming, but very traditional in ways of warrior and farm. They do not rely on technology nor do they want to have to do anything with outside worlds because they believe that off-worlders caused more disturbance and disrespectful to their peace and tradition."

"Yikes. Sounds like they're old relic," Ben joked.

"Actually, they're not relic, Ben. They're people," Rook corrected Ben. Ben sighed while shaking his head. He looked confuse before realized of what he has said, "Of course, it's the expression. I'm still learning of the expression. It's quite confusing yet intriguing."

"Don't worry, Rook. You'll get to it," Julie said calmly.

"However, I thought bringing you all to my homeworld might change their view of accepting the changes," Rook said calmly, "My family will be perfect group to start learning and adapting to some changes. My siblings would love it."

Helen whistled, "Cool. I can't wait to meet them. I bet they're very cute especially this Rook Shi. I hope they like me."

Rook smiled as he patted Helen's head, "Rest assure, my little sister. They will love and accept you as my family." He sighed, "Hopefully, nothing bad can happen especially my master..."

"Master?" Tetrax asked in surprise yet curious, "I'd take it that he trained you in Revonnah Kai?"

Rook nodded, "He is. His name is Master Kundo. Though he is wise, strict and noble master; he does not trust the off-worlders as he sees them trouble and threat to the tradition. It is best that all of you must never meet or approach him especially befriending him. He will not think or hesitate of attacking you, whether you're friend or foe."

Ben hissed, "Message received, buddy. Worse than my boot camp..."

"We'll try to be best in our behavior," Julie said calmly while patting Ship, "I hated to think of the trouble we might cause."

"Just follow me," Rook said calmly. He looked up and found the bluish colored planet. He smiled, "Here it is, my friend - Revonnah..."

Ben and his friends looked at the window. They all awed and wowed in surprise and amazement of what they're looking at. They all can't wait to meet his family and try new world.

Proto-Truk has entered the atmosphere of Revonnah. The ship was flying through the flock of clouds. Rook then received the transmission, which surprised the rest of Team Ben. He responded to the call, which something surprised them.

"_Howdy there! This is Sheriff Wat-Senn, Plumber Magister of Revonnah," _Sheriff Wat-Senn called,_ "State your business here, and also transmit your landing codes."_

Rook responded, "This is Plumber Cadet Rook Blonko requesting permission to land on Home to Rook Clan. Authorization Green Tekka 216-1-13."

With the landing code has been given, Rook and his teammates were waiting for the respond. For the moment has passed, Sheriff Wat-Seen responded, _"Codes check out. Welcome home, Blonko. Just in time for Amber Ogia Harvest Day! And by the way, watch out for the fireworks. They're about to start."_

"Appreciate it, Sheriff," Rook thanked calmly.

**_BOOM!_** As queued, the fireworks have been launched and exploded across the flow of clouds. This shocked yet surprised and amazed Team Ben.

"Wow. It's beautiful," Helen commented in surprise.

"I thought you said that no one ever come to Revonnah for trading and negotiation," Julie said in confusion.

"Well, it used to be," Rook confirmed, "However, due to Highbreed Invasion, the Council decided to not only recruit and train more warriors such as me, but also requested security assistance from off-worlder. They chose Plumbers for providing securities and weapons to fight the invasion."

"That's the smart move," Ben commented, "I assume that Sheriff Wat-Seen is the guy save you before?"

Rook shook his head, "No. But he's the one who recommended me to join the Academy and become the representative to Revonnah when I was 19."

Ben whistled, "Wow. 2 years have passed... That must be very long for you to be away."

Rook sighed, "Yes, it is. I can't wait to see them again."

The Proto-Truk descended through the atmosphere. It flew passing by couple of Revonnahganders, on both land and hills, watching and awing while cheering wildly and happily at the display of fireworks.

The ship was flying and heading straight to a large wooden rectangle ranch-style house-like on the large hill. The ship began descended and landed on the wooden platform. They emerged out from the truck. They then found a green-skinned humanoid alien with white mustache and sideburns, and has a bald spot on top of his head worn a light orange shirt with dark orange vest and trousers, also wears black gloves and a gray bandana around his neck with the Plumber symbol on it.

"Rook Blonko! Good to see you com back home, partner!" Sheriff Wat-Senn greeted warmly.

"Sheriff!" Rook greeted warmly as he approached and gave the sheriff a hug, "It's good to see you here again. I hope the locals didn't give you much problem and complains about you being here."

Sheriff Wat-Senn laughed playfully, "Nope. Don't you worry about that, sonny. Sure the locals and my platoon aren't in good term since the arrival, over the months, we managed to get along and work together like baking a pie, made of apple." He turned and found Team Ben standing before Rook. He whistled, "I see you brought some folks here."

And just before he could explain, Rook heard some familiar innocent shouts, calling his name. He turned and looked on left side. He found a group of young Revonahganders were running towards them.

One of them is much older than others, who has periwinkle blue-colored fur with white marks in middle, black markings on her face, and a long violet hair that goes down to her waist worn an almost bandage wrapping-like brown dress, a dark brown headband, light brown gloves, a light brown wrapping around her upper left arm, brown furry boots, and a black choker around her neck. Second one is young girl with black markings and has a white braided hair worn a brown dress with yellow stripes, yellow bandages around her wrists and brown boots. Another female Revonnahgander is much more younger than others with black marks has black curvy hair, two fangs and a tail worn a brown dress-like with yellow stripes and brown shoes. Much more youngest male Revonnahgander with small fang and spiky hair with black marks worn a yellow shirt with small brown robe and brown shoes, and has a tail.

And just before Rook could do anything, all of them jumped and hugged him happily while dropping and falling down hard. They all laughed happily and wildly.

"Rook Blonko! You have return!" The oldest Revonnahgander Girl exclaimed happily, "Welcome home, brother!"

The second young female Revonnahgander said calmly, "We miss you so much, brother! I hope you're doing well on this new planet - Earth. Why do they call it that?"

"Yeah, big brother! Life's so boring without you!" The younger female Revonnahgander exclaimed wildly, "Heard that you've got some great adventure there! I am so jealous of you! I hope you've brought some souvenir or something fun to do!"

The youngest male Revonnahgander scoffed, "Forget that. Did you bring something awesome and cool here like bringing Ben 10 and his gang? I really want to meet them!"

Rook laughed a bit, "In fact, I did." He turned and looked at his friends while introduced to his siblings, "Everyone, meet my siblings. This is the oldest and mature one of young siblings - Rook Shar. She's three years younger than me. That is my five years younger sister - Rook Shim. She's a bit shy and timid but kind. This is my seven years younger sister - Rook Shi, the wild, energetic and strong girl. Finally, my youngest 10 years old brother - Young One."

Rook's siblings greeted warmly and calmly. Team Ben greeted back at them as well.

Rook introduced his siblings to friends, "And also, these are my friends and teammates - Ben Tennyson, Julie Yamamoto, my mentor Tetrax Shard and finally, our newly adopted sister - Rook-Wheel Helen."

"Wow!" Rook's Siblings gasped and awed in surprise.

"This is the most amazing thing ever happen to me!" Young One exclaimed happily, "I finally get to meet Ben 10! How awesome is that!"

Ben snickered, "I like this kid. Kinda remind me of myself."

"Rook, doesn't he has the name?" Julie asked.

Rook shook his head, "As long as he has bi'nthak, he does not have his own identity. Once it removed, he will have tradition ceremonial to have his own name."

"So, how long does it takes?"

"Normally, Revonnahgander lose their tails, at least the age of 10 - 13. I lost mind at the age of 10, and gained the name of 'Blonko'."

Looking at Ship, Julie and her pup shrugged a bit, "Guess every world got their own culture."

"Young one! Mind your manners! And also, greet your new sister as well." Rook Shar scolded Young One. She approached to Helen as she raised her hand before Helen, "It is an honor to meet and have you as our new sister, Helen."

Helen smiled as she shook Rook Shar's hand, "The honor is mine, uh, Rook Shar?"

Rook Shar giggled softly, "I supposed that you do not know that 'Rook' is the name of our clan? My brother failed to explain, doesn't he?"

Helen asked amusingly, "Forgetful much?"

"He does that when meeting new friend or introduced to new culture or stuffs. When he began his first trials in Revonnah Kai, he has forgotten the basic moves," Rook Shar joked, making Helen giggled.

Rook Shim said humbly with a bow, "Nevertheless, Sister Helen, we welcome you to our family. We're honored and happy to have you with us."

"Yeah. Heard that you're the fastest girl from your home," Rook Shi said slyly yet curiously, "Want a race with me? I'm the toughest, fastest and bravest Revonnahgander in this town."

"Ooh. Challenging?" Helen asked amusingly and playfully, "I like it. I accept it, Shi."

Rook Shi giggled, "Awesome. I can't wait to start a big race!"

Helen scoffed, "Don't push your luck, kid. Wouldn't want to tire you down easily."

"Hey! Don't bet on it," Rook Shi exclaimed confidently.

Sheriff Wat-Senn chuckled a bit, "Wow. Looks like Rook's siblings got along well with Helen. I'm impressed. Usually, they would have scowl or shoo some strangers away coz they're not in Revonnah."

"Happens to you when you and your platoon moved here?" Tetrax asked curiously. Sheriff Wat-Senn nodded. He whistled, "Hopefully, their parents don't react badly of having their newly adopted daughter."

Sheriff Wat-Senn sighed, "That's what worries me. His father wasn't happy and eager about sending his son away to the academy and being representative to his people especially meeting and mixing with others. He'd be probably against of adopting new sister in his clan. Rook shouldn't have adopted Helen until he gets his father's approval."

Tetrax hummed, "Huh? What do you mean? He and his father got issues?"

"Yes, they do. And it wasn't pretty either. I feared that he might not approve of it." Sheriff Wat-Senn said in concern. He and the rest of Team Ben heard the door opening. They turned and found the house's door was opened. He commented, "Speak of Celestialsapien's."

Team Ben found two elders have emerged out from the house. One of them is an older male Revonnahgander, who has the black markings and a white beard and sideburns wearing a brown shirt and pants with yellowish Japanese-like vest, yellowish bandages and also brown boots. Another was an older female Revonnahgander with blackish long hair tied up, who has white marks on middle and black marks worn a vase-like turban hat, yellowish robe and brownish vest dress-like.

"Mother! Father!" Rook greeted happily as he approached to his parents.

"Blonko! My son!" Rook's Mother greeted warmly as she gave Rook a warm hug, and even gave a kiss on his forehead. This make him a embarrassed. She smiled, "It is good of you return home."

Rook's father huffed in disappointment, "Perhaps, he should return home more frequently for harvest day. It would have been much more fairer and better than before. Things have become much more difficult than before."

Rook sighed while looked down in shame, "Father..."

Rook's mother approached and nudged her husband's shoulder, "Da! Please! Our son is the Plumber Cadet! You should be proud and happy for him, not disappointed in him! He's making a difference across the galaxy! You can't expect him to return home all the time." She gave annoyed looks at Rook, "Though I wish he write more letters to us. If your grandmother were here, she would have hit you by head."

Rook laughed a bit, "Apology, mother."

"Oh Bralla, please..." Rook Da groaned a bit. He turned and found Team Ben stood before him. He asked, "I assumed that all of them are your comrades and guests?"

"Yes, father. They are," Rook agreed. He turned and looked at his friends, "My friends, these are my parents. My father - Rook Da and my mother - Rook Bralla."

Team Ben approached and gave a bow before Rook Da and Rook Baralla. Ben commented, "It is an honor to meet you both."

Rook Da hummed in surprise, "I am surprise that Earthlings know the means of 'bow of respect'. I thought they handshake as the means of greeting and respect."

"Not necessary, Mr. Rook," Julie explained, "Earth culture got different kinds of culture."

Helen approached and bowed humbly before Rook Da and Rook Bralla, "It is an honor to be part of your family, father and mother."

Rook Da and Rook Bralla looked shock and surprised. They turned and looked at each other as they actually have no idea that their son would adopt and let Helen be part of their family. They both hummed in concern yet thoughtfully.

"Helen, is it?" Rook Bralla asked curiously, She approached and held Helen, "It is an honor to meet you. I am happy to have you as one of our family, my dear daughter."

Helen smiled, "Thank you, mother."

Rook Da groaned, "I'm not sure this is a wise idea. For centuries, Revonnahgander has never adopted a off-worlder as part of the family. It is hard to tell if she's willing to learn our tradition and way of harvesting the Amber Ogia."

Helen looked confuse. Rook approached and held her close to him, "Father, I understand it is difficult for you to change and accept Helen as daughter. But I assure you that she's a fast learner and very respectful to our culture and way. Please, give her a chance to prove it, as well as getting to know more about her. She's very kind and friendly."

"Please, father! Can we keep her as our sister?" Rook Shi asked happily, "I want to race with her!"

Rook Shim nodded, "I'd be happy to help her get comfortable with our home, as well as making sure that she follow our way."

"If our brother trust her, so can we. Helen and us have become friends and sisters. We do not mind of having her around," Rook Shar said confidently as she approached and gave a pat on Helen's head, "We will be responsible of looking after her."

"Yeah!" Young One agreed, "She's better than other sisters."

"HEY!" Rook Shar, Rook Shim and Rook Shi exclaimed, feeling offended.

Sheriff Wat-Senn chuckled a bit, "Looks like we have the high votes."

Rook Bralla nodded, "Indeed, it is, Sheriff. I'd love to know more about my new daughter. Wouldn't you agree, Da?"

Still unconvinced about it, Rook Da sighed in defeat and reluctance, "Very well. Helen can stay with us." Rook's siblings cheered wildly and happily. He cleared his throat, silencing them. He continued, But I have high expectation that all of you will be mindful and respectful to our tradition and ways. I do not tolerate mischief and troubles in my homeland. Above else, do not approach or communicate with Master Kundo. He does not take strangers kindly."

"Yeah. Rook warn us that earlier." Ben chuckled uneasily.

"Will do, sir," Tetrax saluted, surprising and confusing Rook Da. He chuckled a bit as he relaxed his arm, "Sorry, sir. This 'salute' gesture also means of respect to high authority."

Rook Da hummed a bit, "Interesting. Perhaps, learning Earth culture could be interesting. Come let us go inside now. Night in Revonnah is very cold." He turned and looked at sheriff, "Sheriff, would you be joining us to our dinner?"

Sheriff Wat-Senn smiled while rubbing his gloves, "Don't mind if I do, sir."

Both Rook Family, Team Ben, and even Sheriff Wat-Sennn went inside the ranch house for dinner now. Unknown to anyone, something or strange creatures are climbing up the mountains from the ground. What are they?

* * *

Inside the house, Rook Family have set up their dinner for themselves and their guests as well. They're sitting down on the long table, filled with cooked alien food such as biscuit, lasagna, jelly-like and even soup. This shocked and surprise Team Ben sans Rook.

Sheriff Wat-Senn gently and calmly sniffed on the food, "Hmm-hum! Yup. Da and Bralla, you still cook the best meal."

"We appreciate that comment, sheriff," Rook Bralla said calmly.

"So, what are they again?" Ben asked curiously.

"All of them are Amber Ogia," Rook explained, surprised Team Ben. He continued to explain, "Yes, my friends, it is true. This fruit is quite multitask. It's not only used for food, but other as well such as clothing, materials, construction and even fuel."

Ben whistled, "Wow... That is one multitask fruit..."

Julie nodded in surprise, "Yeah. I'd expecting Revonnah has some different kind of fruits. I mean, you guys are farmers."

"There were. But Amber Ogia are the best fruits because they have rich vitamins and proteins in it," Helen explained calmly while chewing the scrambles. She found Rook Da looked at her in surprise. She cleared her throat, "I learn and tried the fruit from Rook. He does plant and grow them at Plumber Headquarter's garden."

"I see. How knowledgeable you are to aware of our home and agriculture, Young Helen," Rook Da commented. He turned and glared at Rook, "However, son, you should not plant them on their home. How do we know that they do not use them against us to surrender more to them?"

"Father, I assure you that Plumbers only use them as food, nothing else. Magister Tennyson has given strict order of using Amber Ogia as fruits only," Rook said calmly.

"Trust me. Grandpa Max always kept his word and make sure no one tried to mess with him." Ben explained calmly as he used the spoon to eat it. He hummed calmly, "Wow. These are great."

Eating some biscuits and even feeding some to Ship, Julie nodded happily, "Yeah. Even though they're Amber Ogia, they tasted differently."

Rook Bralla giggled a bit, "Why, thank you, dear. I used different ingredients to make them unique and tasteful than others. That way it doesn't taste the same."

Rook Da was unconvinced. Sheriff Wat-Senn spoke, "Rook Da, for two years, I have given my word that my platoon did not use your fruits as materials and fuel, just food only. And I've known Tennyson when we were cadets. I trusted him as well. He will honor and keep them safe."

Still unconvinced and concern, Rook Da sighed of reluctance, "Very well. I will put my mind at ease."

Young One cleared his throat, "Hey, Ben! What does it feel like to transform?"

"Sort of like a good stretch," Ben commented calmly and playfully, "When you become Heatblast, you can hardly feeling burning on yourself at all. Of course, when you become strong alien like Four Arms or Humongousaur, muscle can be tingling and tense. And the most painful thing is when you have something stretched out from my body like wings and fangs. That hurts a lot."

"Cool..." Young One commented in surprise.

"Miss Yamamoto, may I ask you something?" Rook Shim asked calmly. Julie looked at her. She pointed at Ship, "From what Young One told me about him, this creature consume whole of you a lot. Does it hurt you when you transform?"

"It's not consuming. It's called bonding, Shim," Young One corrected.

Julie giggled a bit, "Young One's right. And no, Ship doesn't hurt me when we both merged together as one. You could say that he's giving me a strong armor."

Rook Shim asked, "I see. Do you think that you can help me find one? I would like to make a pet like yours, Miss. Yamamoto."

Choked a bit during chewing on scrambles, Julie cleared a bit, "Well, not exactly, Shim. He sort of come to me. But I'm happy to help you find one."

Rook Shim smiled, "Thank you, Miss Yamamoto."

"Just call me, Julie," Julie said calmly.

"So, can you tell me how you and brother meet?" Rook Shi asked Helen, making her to look at her. She continued, "It must be incredible story of how kind and brotherly he is to you."

Helen smiled, "Happy to tell you, kid. Believe me. Our first meeting wasn't easy during our week off. Despite that, your elder brother has been there for me, helping me, teaching and training me, playing sports and of course, bonding time as well. He's like a brother to me. He even claimed that I reminded him of you. He even adopted me as his sister."

Rook Shi looked surprise, "Cool. I've had a good feeling that we're good friends. Still, I really wanna a race with you."

Helen giggled, "No problem. But I'll go easy on you, after all, this is your first time to meet Kineceleran."

"Yeah, right. I appreciate that you and I have a fair race with everything we have," Rook Shi said confidently, "And also, I hate losing."

Helen smirked, "Alright, kid. I also hate losing too."

"Is it true that you personally train Blonko?" Rook Shar asked curiously.

Tetrax nodded, "I did. Your brother did pretty well with his training especially following and respecting the rule-book and even got skills in martial arts especially Wing Chun. He's adapting and getting well with Earth Customs, though still struggling with expression and metaphor."

Rook Shar smiled, "I am sure that brother can handle it. In time, he will prove you that he can understand the expression and metaphor."

Tetrax chuckled a bit, "I'm sure he can."

Watching his children interacting and chatting with Team Ben, Rook Da couldn't help but smile a bit about them. He looked at Rook, "It seems that your sisters and brother are in good terms with your friends especially your newly adopted sister. I must admit, son. I'm... a bit of concern and uneasy to greeting them here as our guests, but they have proven me wrong. Perhaps, meeting them and learning more of their culture and custom cannot be worse."

Rook smiled, "So, you approve of meeting and trading with other worlds? Do you still accept and consider me as the warrior?"

Rook Da sighed, "I won't deny of seeing other worlds. However, you and I know that is not my decision. The council including Master Kundo must be convinced to accept them. We both know that it will not be easy."

"Yes, father. I understand." Rook said calmly, "But I still believe that we should adapt some new changes for making Revonnah better. Otherwise, we will not be well prepare for the danger."

"You have make a valid point, my son. However, if we do make new changes, then what will happen to our tradition and ways? Will we abandon and forgotten them like a relic?" Rook Da questioned, shocked Rook. He continued, "Without the tradition, we will astray from our path to honor, duty and also righteous. This will be the most dishonorable and disrespectful to not just our tradition, but also our ancestors, who worked very hard and maintain peace and duty to our land."

Rook looked shock and concern as he spoke, "Father, I didn't mean to-!"

**_KNOCK!_** Everyone was alerted by the sound of knock. Rook Bralla cleared her throat. "I will get it."

Rook Bralla got up and approached to the window. She opened it in two, where she found a young female Revonnahgander with purple hair, black marks on face and a yellowish diamond-like on her forehead worn a yellow dress and has a black band decorated with flowers on her head.

"Why, hello, Rayona. It is good to see you," Rook Bralla greeted warmly.

Rayona bowed humbly, "Good evening, Rook Bralla. It is good to see you well. May I know Rook Blonko is here? I saw his ship-?!" She was interrupted upon looking at Blonko. She gasped, "Oh, hello, Blonko! It is good to see you here. I haven't seen you for a long time, despite we've used tesser-burst for quite sometimes."

Happy and surprised, Rook stood up and approached to Rayona. They both hugged. He spoke, "Rayona, it is good to see you again. I have missed you so much."

Rayon smiled, "As do I. I have missed you so much, Blonko. I wish we could spend more time together like before you leave our home."

"We will. Will you join our family for tomorrow harvest?"

"I was going to ask you about tonight. But yes, I will be there tomorrow, Blonko."

"Good. Because I have special gift for you to see and hope you honor and accept it."

"Whatever the gift is, I am confident that it is very beautiful and brightest gift you ever bought to me. I know it."

Rook and Rayona continued chatting and talking warmly and calmly. Team Ben looked confuse and curious about them. Rook Shar giggled amusingly.

"That is Rayona. She's my brother's girlfriend," Rook Shar explained, shocked Team Ben and even Helen to spill juice out at Ben's face. She coughed a bit. She giggled a bit, "You seem surprised."

Helen coughed a bit before drinking a water. She sighed, "Yeah, no kidding. I thought he was too busy to get a girlfriend. He did spent a lot of time with me than any girls at Plumber Academy."

Ben nodded in agreement wile using napkin to wipe the juice off from his face, "Yeah. Rook is a 'Mr. Uptight By-the-Book' himself, always keep following the rules and never have the time for fun for most of the time."

"I already know it," Julie said amusingly, surprised Ben. She smirked slyly, "Call it ladies' instinct."

Ben groaned a bit, "Right..."

"You'd be more surprise of how many girls admire and love our brother so much," Rook Shar said calmly yet slyly, "However, he chose Rayona. He consider her to be the most beautiful girl he ever met and love. Nothing can change his mind."

Julie nodded in understanding, "Spoken of a true love, I supposed."

While everyone was chatting, Rook Da and Rook heard something amiss, making them alerted and uneasy. Rook Da grabbed and armed with torch-like device. Rook held and pushed Rayona inside the house. As both father and son armed with their weapons, they approached to the edge of the mountain. And just before they could do anything, something of a group of them have jumped out from the abyss, shocking and surprising them to back off.

Rook and his father found twelve armored armadillo-like rodents with long nostril, long tail and four legs. To their shock and concerns, they all stood up with two hind legs. They all screeched out loud at them.

"I don't believe it!" Rook said in shock, "The Muroids stand with two legs?! How is it possible?!"

Rook Da hissed in concern, "I'm afraid I do not know. But I do know is that these creatures have caused troubles to our harvest crops from the last few days. Protect our family!"

Rook and his father blasted their Proto-Tool and torch-like blaster at the Muroids, who fearfully backed off. Team Ben got off from their seats as they were about to help them. Tetrax fired his shards at them. Julie formed with Ship into Armorstrike as she blasted the blasters at them. Ben has transformed into Heatblast as he launched the Blaze Shots at them. Helen charged and knocked them off.

During their fierce battle, Team Ben and their allies continued pushing the enemies back to the edge. Most of the Muroids make the run from them. One of them jumped and rolled straight at Rook Da's chest, knocking him to the ground before making the run from them.

"Father!" Rook shouted in concern as he approached and checked on his father. He asked, "Are you alright?"

Rook Da grunted a bit, "I am fine, son. I'll live."

"What the heck were those things?" Heatblast asked.

"Muroids..." Rook explained, "Those are the rodents that often threatened to attack us while feeding on Amber Ogio, despite using their droppings helped fertilize them. However, they're not supposed to stand with two legs. They're animals."

Rook Da nodded, "Indeed. What could this mean?"

"I have the feeling that they'll be back," Tetrax said firmly and calmly, "When they do, we'll be ready to push them back. Count on it."

"Do not worry. They will only come and attack by nighttime," Rook Da said seriously, "On daytime, they will not dare to come and attack us or even tried to eat Amber Ogio. They hated daylight. It blinded their eyes."

Sheriff Wat-Senn hummed in concern, "Still, I'll send my platoon on patrol and guard duty, keeping an eye out for troubles and rodents."

"Appreciate it, Sheriff," Rook Da said calmly and firmly, "For now, we rest. By morning, we shall harvest all of Amber Ogia for harvest. We need everyone's strength and cooperation to complete our job before the last day of Harvest Festival. It has to be perfect."

Everyone nodded firmly and calmly. They're now heading back inside the house for rest and sleep for tomorrow's morning for work. Sheriff Wat-Senn returned to his office for a sleep. Rook Da and Rook Bralla slept together in their master bedroom. Rook Blonko, Ben and Young One slept together in the bedroom. Julie slept together with Rook Shar. Helen slept together with Rook Shim and Rook Shim. Tetrax slept on the couch at the living room.

* * *

Inside Rook's bedroom, Rook was sleeping on the bottom of bunk bed's while Young One was sleeping on top. Ben was sleeping on the bottom. He was looking at the poster, which has the muscular warrior worn the dark greenish suit with battle armor, worn a headband on his forehead with Omnitrix symbol, had a gunslinger on his right side and on his left arm had the metallic gauntlet-like with Omnitrix posed the heroic pose.

Ben groaned a bit, "I don't know. He doesn't look like me. He doesn't even have my charms and cool postures. He's more like a brute and jerk type of a guy."

"He may not look like you, but he's still a cool and best superhero I ever seen and heard." Young One explained as he climbed down from the bunk bed's top one. He giggled a bit, "Couldn't sleep. I get excited and happy that you're gonna be here for the Harvest Day. How awesome is that?"

"I have to be honest with you. I'm not exactly the best at farming. Can't stand the smell and some heavy duty workouts," Ben admitted sheepishly.

Young One smiled, "Don't worry, you've got me and my brother to help you around." He gasped, "Oh yeah! I almost forgot! It's almost time!"

Ben looked confuse and uncertain of what Young One was doing. He approached to his drawer, where he brought down tesser-burst the old technology-like with bulbs-like and radio headsets.

"This is tesser-burst," Young One explained, "Even though we can't see, we can hear and imagine of what they do. Kinda like the radio. And also, father said that using too much of extranet might rot your brain. I used it, at least for 2 hours only."

Ben smiled, "Alright. Time to hear this Ben 10 Show."

Both Ben and Young One took and placed the headsets on their ears. They then listened to the radio carefully as they heard some heroic-villainous dialogues and even some action noises.

"Okay. Hate to admit. That sounds awesome!" Ben exclaimed in surprise, "Though the dialogue really need some work out. Plus, the actor is horrible."

Young One shrugged, "Well, nothing is perfect. And did you know the reason why my brother wanted to meet you?" Ben shrugged a bit. He pointed at the poster. He snickered, "He was expecting you to be like that guy. And between you and me, I don't like him. I heard that the actor was a jerk. Don't tell Rook I said that."

Ben snickered, "Deal."

Rook yawned out loud while snoring, "Young One, I can hear you, even if I was sleeping. And I really hope Ben was like the one from show, even though it is fictional."

Young One yelped, "Yikes. I forget that one!"

Ben chuckled a bit, "Come on, kid. Get some sleep. We've got work to do tomorrow. And hoping not to get your dad's bad side."

Young One nodded happily as he and Ben went back to their bed for resting now.

* * *

On the next day, most of Revonnahdanger woke up and began their work on harvest day such as tending and plucking the Amber Ogia out from the giant rocks; feeding, training and taking care of a large blue colored alien blue-greenish striped horse-like with long six legs and twin long whiskers-like called Raidsteeds, some of them were training and practicing their martial arts and even working together with Plumber Platoon for keeping their eyes out for any sign of troubles or Muroids, and some were planting and tending the plants and fruits.

At Rook's Farm, Rook Da was tended and cared by his wife while they were supervising the guests and children of handling the farmland.

Feeling his chest hurt, Rook Da grunted a bit, "That is right. Keep this up. And remember, make sure that you take very care of Amber Ogia. Pluck them out gently, and do not let the juice spill on you or else, it will attract the unwanted attention of Muroids."

"Dear husband, do not exert your strength too much. You might not recover fully," Rook Bralla said calmly, "Trust our children especially our eldest son. They have done this before."

"I know. But the guests do not know much of the farms. I can tell by their looks especially Ben Tennyson," Rook Da said seriously, "I feared that he might do something foolish and disrespectful to our harvest work."

Rook Bralla smiled a bit, "You worry too much. Now rest, my dear husband."

"Very well," Rook Da sighed as he took his seat while glaring at Ben's working on Amber Ogia's rock, "I am keeping an eye on him..."

Rook Shar and Julie were tending and taking care of Raidsteeds by gently yet firmly feeding and bathing them. They were bathing the last one.

"Wow. What are these things?" Julie asked curiously.

"We call them Raidsteeds," Rook Shim explained gently, "They're known to be strongest and fastest steeds we ever have. However, in order to ride them, we must earn their trust and respect, or else they will resist and fight them violently. It will not be easy to tame them. My father, brother and Shar have fought and captured five of them."

"I see. These things are something not to be mess with," Julie nodded while looking at Raidsteed. She patted it gently. The horse-like alien neighed a bit as it gently nuzzle and like her. She giggled, "Hey, that tickles. I thought you might not like me."

Rook Shim giggled, "I think she likes you for kindness and gentle towards her."

"Yeah, I get that," Julie agreed. She then found Ship barked happily at Raidsteed, who neighed softly while nuzzled the Mechamorph Pup's head. She smiled, "Looks like they're friends."

Both Rook Shar and Tetrax have returned from the grocery and hardware shops as they have bought more materials, ingredients and tools for the farm and Harvest Day. They began to plant and grow some plants, and even working and checking on the large metallic yet advanced silos.

"So, this is the Amber Ogia Silo, huh?" Tetrax asked in surprise as he was hammering the nails against the silo's side, "So, why would you store the Amber Ogio in there? I mean you are going to use them everyday, right?"

"Not necessary," Rook Shar disagreed, "Amber Ogia may have been very fresh and multitask fruits. However, if they're not store in normal temperature, or at least, a slightly lowered temperature, they might go bad or Muroids may eat them at once. By using the silo, it will keep them fresh and cold as well as protecting them from the rodents. That way, we will know when the time is right to use them for materials, fuel or even cook them."

Tetrax hummed thoughtfully, "Hmm... Quite genius. No wonder your brother keep insisting to have the silos for storing the Amber Ogia."

"Mr. Shard, may I ask you something?" Rook Shar asked, Tetrax turned and looked at her. She asked, "How is my brother doing? I have hope that he did not cause trouble to your team or the academy."

"Well... Your brother's doing alright. In fact, he has aced most of academy's tests and trials especially following the rules strictly and disciplinary. He has done well with his work and adapted to the situation well. He's still learning about our culture and customs, and also learn how to loosen up and also get serious with his duty, though got problem with understanding the expression."

"I see. Sounds adventurous..." Rook Shar said calmly. She sighed, "Between you and me, Master Shard, I too wish to see and learn more about the world as well. I wish to become strong and wise like my brother."

"Hmm... You want to become a Plumber Cadet?"

"Yes. I get to see the world, and perhaps, help the people as well as showing and sharing my knowledge and culture with them or they share theirs with me. But I fear my father would disapprove of it as he disapprove with my brother's decision."

"Well, how would you know if you don't ask him," Tetrax asked curiously, "And who knows? Your father might change his mind and view over Blonko's decision to become the Plumber. He might accept his destiny. It's better to ask than saying nothing or else you might regret the chance."

"But do you think father would accept my choice?" Rook Shar asked.

Tetrax shrugged, "Who knows? He might say yes."

Thought of what he has said, Rook Shar smiled, "Thank you, Master Shard. I will ask father about this..."

Tetrax chuckled as he gave Rook Shar a gentle shake on her hair, "Just call me 'Tetrax', kid. I'm not your mentor or boss. Just a friend."

Rook Shar giggled a bit, "As you wish, friend..."

Ben, Rook, Helen and Rook Shi were using long sickle-like instruments in cutting and tearing out Amber Ogia from the roots to the rocks. Young One used some baskets in collecting all of Amber Ogia. Ben approached to another rock, where he found some greenish-bluish colored of Amber Ogia, which confuse and concern him. As he tried to cut it off, he then tried to grab and lift it up. However, he found it to be heavy.

"What the?! Why is this thing heavy?!" Ben asked in surprise.

"That is because the Amber Ogia you tried to lift is not ripe," Rook explain. He cut the roots before grab and held the yellowish-orange colored fruit. He continued, "This is fresh form of Amber Ogia."

"Wow... It's hard to believe that a little fruit like this could be used for almost everything..."

"Believe it or not, it is true. My father told me the story of how the first Revonnahgander ever discover the multitask fruits." Rook said firmly and proudly,

"It happens from 500 years ago when our world entered the state of famine, the Revonahganders struggled to survive and endure with limited food or water for almost 10 years. During that 10 years, the tribes often went out for war against each other to find more supplies for themselves, spilling countless deaths and destruction. Then, one night, a young Revonahgander, goes by the name of Jaklie, travel far and wide for ten days, hoping to find a solution to save his people. He came across to a giant rock, filled with strange fruits. Because of his starvation and exhaustion, he tried and tasted it. For the fist time in his life, he has never tasted the fruit before in his life. He even make a discovery of how it can be used, not just for food but also materials. So, he collected as much as he can for all the tribes as they will no longer need to fight and conquer. As he taught and train them how the Amber Ogia works for everything and even how to grow them, they have declared him to be the 'First Leader of Revonnah'. They call him 'Great Savior' or 'Miracle Worker'."

"Wow. That's some story," Ben commented in amazement while continued cutting down some fresh Amber Ogia, "So, how many do we need to collect them?"

"As much as you can that can last for 10 years. You can never tell when will Muroids come and swarm over the fruits."

"I'm guessing. Lots and lots of them."

"Yes, indeed, it is."

Putting down the tenth basket, Young One grunted a bit while stretched himself out, "It's a lot of hard work and not easy job too."

"Well, don't mind if I turn into alien?" Ben asked curiously, making Rook worried and uneasy. He smiled, "Relax. I'm not gonna turn into some crazy alien." He activated his Omnitrix and turn into teenage Ditto worn the dark greenish suit with black stripes on shoulder sleeves and black boots, and has whitish orb on shoulders, "Time to multiply! The more numbers we've got, the faster we can get the job done!"

"Cool! I like Ditto! They do many things!" Young One exclaimed happily.

Rook nodded in agreement, "I agree. By using Splixion's ability, we might able to gather more of Amber Ogia. That is genius, Ben."

"I maybe a hotshot guy, but I ain't dumb and ass," Ditto said calmly. Splitting himself into fifty of them, he spoke up, "Alright, guys. Let's get started! Split into two team. One cut the Amber Ogia off while another collect them. Alright, let's do it, folks!"

"Yes, sir!" Dittos saluted proudly.

Fifty Dittos split up into a team of two. They began cutting off the Amber Ogia form the rocks while collecting and carrying them in the baskets. Rook and Young One helped as well. Rook Da and Rook Bralla looked surprise by Ben's action of getting the job. They were impressed.

"Looks like they got this cover," Helen said calmly as she put down the sickle, "Hey, Shi. Wanna go for the ride?"

Rook Shi looked surprise, "Huh? Why? You want to ride the Raidsteeds?"

"No, silly," Helen grabbed and held Rook Shi on her back, which surprise the young Revonnahgander. She continued with a smile, "I want you to try and feel my speed power. That way you'll know how fast I can go."

Rook Shi awed in amazement, "Let's do this!"

"Rook Helen! Take care of Shi! Do not do anything reckless," Rook Bralla called.

Helen waved to her adopted mother, "Don't worry, Bralla. I got this! I won't get her into trouble! Trust me!"

And just before Rook Bralla could say anything, Helen ran off at once, speeding and running around Revonnah Villages while holding Rook Shi tight on her back. Rook Bralla sighed in concern while Rook Da groaned and shook his head, fearing that they might get into trouble. Helen continued running around, going in high speed while Rook Shi cheered out wildly and happily.

"This is surprisingly amazing!" Rook Shi cheered out loud, "Rook Helen, you are the best! I can't wait for us to play some sports. I want to see who wins the game!"

Helen giggled, "Can't wait to try!"

Helen and Rook Shi were heading back to Rook Clan's Mansion. Unfortunately, they found a tall Revonahgander had white hair around his chin and had a black marks worn a red robe with black accents, a large beaded necklace, and brown leg and arm wraps. They both screamed and panicked, alerted to turn and found them heading towards him, making him panicked. They got collided and crashed on each other, which alerted the others to come out of mansion.

The strict older Revonahgander grunted as he slowly got up. He looked at Helen, who was rubbing her head while grumbled painfully.

"A Kineceleran?! What is this creature doing here?!" The strict older Revonnahgander demanded. He even found Rook Shi hissed in pain as she rubbed her head gently. He snarled as he armed with his bo staff with sickle, "You dare kidnap and harm an innocent child?! Prepare to face my wrath!"

And just before the strict older Revonnahgander struck his bo staff at Helen, Ditto charged and pushed her aside before he got his head whacked, making the rest of them yelped in pain. They all rubbed their heads gently and firmly.

"Hey, that hurt!" Dittos exclaimed in pain and anger.

Older strict Revonnahgander demanded in anger, "What?! A Splixion?! Here?!"

"Master Kundo, wait, do not harm them!" Rook called out as he and his father arrived at the scene, "They mean no harm!"

"Rook Blonko?! Here?!" Master Kundo demanded suspiciously. He then looked at Ditto and Helen. He groaned, "You brought them here?!"

"Please, Master, I apologize. But they're my guests," Rook explained, "I just wish to bring and show them the way of our tradition and even Amber Ogia. And I assure you that they have no interest of stealing and using them against us."

Rook Shi nodded as she went towards Helen, "Yeah. Sister Helen and I were just running around the village."

"Sister?! You adopt this creature as your sister?!" Master Kundo demanded furiously, scaring almost everyone in the mansion. He glared at Rook, "Not only you abandon your duty to our world and become the 'slave' to the off-worlds, but you allow and bring the off-worlders here, and even adopt this thing as your sister?! You dishonor your family! Have you no shame?!"

Rook looked down in shame, "Master, I was just-!"

"Wow! Cool off!" Ditto exclaimed as he transformed back to Ben. He continued, "We're not some bad people or alien you think of! We're the good guys! I'm pretty sure you know me as Ben 10, right?"

Master Kundo scoffed, "All I see is intruder, who claimed the lies for our world's resources! Leave now or-!"

"Cool your jets, Kundo!" Sheriff Wat-Senn called. He approached to Master Kundo, "Ben 10 is one of the Plumber Commanders, and so as his team. I can vouch for that! They won't cause the problem to your world."

Master Kundo groaned, "I am not convinced by your claim. However, be sure that you will keep your outsiders away from our people and Amber Ogia. They're off limits to them! I shall proceed and check on other Revonnahgander and their progress."

Master Kundo proceed to another village, leaving both Rook Family and Team Ben.

"How friendly," Julie commented sarcastically while holding angry Ship glaring and snarling at Master Kundo's back.

"What's with him?" Ben asked in annoyance.

"As I've said before, Ben, Master Kundo is not known to be greeting and trusting off-worlder and sees them a threat to our people and tradition," Rook said in concern. He approached to Helen, "Are you alright?"

Helen nodded, "I'm fine." She turned and found Rook Da looked at her. She sighed, "I'm sorry, Rook Da."

"I warned you to stay away from him, didn't I, Helen?" Rook Da scolded seriously. He sighed as he approached and help carrying Rook Shi, "Come. Let us return to work now. We're running out of time."

Rook Da carried and taken Rook Shi back to his home. Helen sighed, "I had the feeling that he hates me."

"Don't be absurd, kid," Sheriff Wat-Senn said firmly, "Sure he gets angry, but Rook Da never hates anyone and even you like Master Kundo. He was just protective of his family. He will warm you up. Eventually."

Rook nodded, "Yes. My father will acknowledge you as family, Helen. I assure you."

Helen sighed, "I hope you're right, Rook."

And just before Rook and his friends, he then noticed and found Rayona was helping her parents of cutting off the Amber Ogia, as well as collecting them. She turned and noticed him looking at her. She waved to him. He blushed as he waved back to her.

"Nice going, Mr. Uptight Guy," Ben commented playfully, "Just hope some crazy fan girls don't go crazy over you."

"Like you?" Julie asked in annoyance, scared Ben. She growled a bit while whispered to his ears, "Careful, you wouldn't your girlfriend to be a tiger to bite you."

Ben yelped in fear, "Aw, come on! Give me a break, Julie!"

"Actually, I have something special for Rayona. I'm showing this to you three. You must never tell anyone else." Rook said seriously and calmly. Ben, Julie and Helen looked surprise yet curious. They nodded a bit. He then took the blue box out from his metal pocket. He even open the case, revealing something shock to them. They looked at him with surprise looks. He smiled, "Yes. I want to do it."

"Dude! That's so awesome!" Ben exclaimed proudly.

Julie nodded, "You should do it, Rook. You may never take this chance again."

"Thank you for your supports, my friends." Rook said in relief. He turned and found Helen looked uneasy and disappointed. He asked, "Helen, what is it?"

Helen yelped with the blush of red. She muttered while covering her face, "Nothing! Nothing! Nothing! Nothing! Nothing's wrong!"

Ben and Julie looked worry as they have had the feeling that Helen was crushed due to finding out that her crush on Rook has actually have a girlfriend before meeting and befriending her.

Rook smiled as he held Helen's shoulders, "Helen, please tell me. If there's something you want to tell me? I'm happy to listen."

Ben and Julie yelped in concern as they're now worried and feared that Helen might say something silly and regret that could break Rook's heart and feeling.

And just before she could say anything, they all heard some scream. They quickly returned to the Rook's Farm, where they found something shocking and surprising - more of Muroids especially one of them is bigger and stronger while wearing gangster's helmet-like and armor on daylight. They were threatening Rook's Family and Tetrax.

"No! It can't be!" Rook exclaimed in concern.

"I thought your dad said that they won't attack on daylight?!" Ben asked in confusion.

"They weren't!" Rook exclaimed in concern, "But no time for question! We must stop and defeat them at once!"

"Got it! It's Hero Time!" Ben exclaimed with his usual catchphrase.

Activating his Omnitrix, Ben slammed his wristwatch as he transformed into Mecha Bloxx. He activated and armed with twin blasters. Julie and Ship merged together and turned into Armorstrike. Rook, Tetrax and Sheriff Wat-Senn are armed with their blasters. Rook Da grunted while armed with his torch-like blaster. Rook Shar armed with her sickle to help both her father and friends. Rook Bralla moved and guided all of the children into the house.

Team Ben, Sheriff Wat-Senn, Rook Da and Rook Shar all charged and engaged the enemies at once. Rook Bralla blew the horn, alerting the rest of Revonnahgander Farmers and Warriors, and even Rayona and Master Kundo. They all armed with their poles, sickles, blades and torch blasters. They all charged and joined the battlefield as well.

Team Ben and some of the farmers including Rook Da and Rayona armed with blasters and torch-like blasters in blasting and driving the creatures away. Master Kundo and the warriors including Rook Shar and Helen engaged and repelled most of them at ease. They turned and faced the large Muroid, who has easily swung and knocked most of them off. Team Ben charged and engaged him at once. They all blasted and shot at him by limbs and body, but didn't faze yet annoyed him a lot. He make a squeak noise as he swung his giant paws at them off to the walls.

"Blonko! No!" Rayona exclaimed in concern as she charged and approached to him, "Are you alright, my love?"

Blonko grunted, "I am fine." He gasped upon looking at the giant creature approached and about to finish them off, "Rayona, move!"

Rook grabbed and held Rayona to cover from getting a hit. And just before the giant Muroid could finish them off, Master Kundo jumped high as he gave the loud shouts while slamming a powerful karate chop-like from head to bottom. He was cut into two, killing the giant creature, shocking Team Ben.

"Wow..." Mecha Bloxx commented in shock and surprise, "I know martial arts can do impossible style like flying and even breaking some heavy blocks of wooden, stone and bricks, and of course killing something strong. But to kill something so big..."

Armorstrike nodded, "I know... Impossible..."

"That move is the most devastating and dangerous move for killing anything big, small, strong and powerful. But improperly and wrongly use the move could kill the user. Only the strongest martial art warriors can perform it. My brother could not as it almost kill him during his advance training," Rook Shar explained, "We call this move 'Death Hand'."

"Damn it... I hate to imagine for Rook had actually use that move," Mecha Bloxx said in concern.

"First, the Muroids can stand on two legs. And now, they can walk in daylight?! They even have a giant creature?!" Rook Da asked in disbelief, "Unthinkable. It's impossible. That never happen before."

"No, they didn't..." Master Kundo said suspiciously. He turned and glared at Team Ben, "What chaos have you brought to our world, off-worlders?!"

Transformed back from Mecha Bloxx, Ben gasped in disbelief, "W-Wait! What?! You think this is our fault?! We just got here from yesterday!"

Julie nodded angrily, "Yeah. You can't blame us for what has happen to the Muroids! We hardly know anything about them!"

"And if this is about Amber Ogia, then you're sadly mistaken! We did not stage this and planned to steal them!" Tetrax exclaimed in anger.

Helen snarled while pointed at Master Kundo, "And if you dare accuse Rook Blonko, you've got another thing coming to you!"

Master Kundo grabbed and strangled Helen, "Tread the word carefully, filthy creature. I will show no hesitation or mercy to you. I could finish you off now."

"Master Kundo, stop!" Rook exclaimed as he freed Helen from Master Kundo's grip. He spoke up, "None of them did it! They have been with us since yesterday! They did not do anything wrong! I assure you for that!"

"If they didn't do it, then who did?!" Master Kundo demanded fiercely.

"Father! Mother! Something terrible has happen to the field!" Rook Shim called while pointed at the Amber Ogia field and crops.

Everyone turned and looked down on the mountains. They all gasped in shock and concern of what they were looking - the devastation site of crops and rocks. Almost all of fresh Amber Ogia are missing.

"No..." Rook Da said in shock.

Master Kundo turned and glared at Team Ben. He demanded, "What have you done?!"

"Is he serious?!" Ben asked in annoyance.

"Master Kundo, they do no such thing. They were with us." Rook Da said firmly, "You have my word."

Master Kundo groaned in frustration, "Very well. I have no doubts that they will return again. We must make preparation now! We must store and defend the remaining of Amber Ogia in the silos! We need them for our food supply and materials." He turned and glared at Rook, "Blonko, you better make sure these intruders are not to be taken out of sights if you wish to regain your honor!"

Rook sighed while bowed a bit, "Yes, Master Kundo."

Master Kundo grunted in anger as he turned and walked away from Rook Clan. He then discussed with other warriors and farmers about the preparation. Rook Da turned and looked at his son, who looked worry and upset. He groaned a bit while shaking his head as he went to his family for more discussion about the situation.

"Regain honor? What was that about?" Ben asked.

Julie nodded in concern, "Rook, did you do something wrong?"

Rook sighed, "No, I never did wrong before in my life. Master Kundo, like my father, never approve of my decision to become the Plumber Cadet and representative to our people. They think allowing off-worlders to be part of our planet is the most disgraceful and dishonorable way to our tradition."

"To be honest, that master has gone coocoo and stiff over technology and tradition," Sheriff Wat-Senn commented dryly.

Tetrax sighed, "Either way, we need to deal with the Muroids. According to Rook and his family, Muroids are just rodents and animals. They can't stand with two legs or even walk in daylight. Something tells me that someone's behind this mess."

"Someone must be smart and patient enough to make them intelligent," Julie added, "It has to be a mad scientist. That's for sure."

"Definitely," Ben agreed, "We need to catch one of them, finding out how the heck make them smart and handle daylight."

"Like a trap?" Helen asked curiously.

"Like a trap," Everyone agreed firmly.

* * *

In the evening, all of Revonnahganders have been gathered at the mountain site, which has thousands and more of silos housing and storing more of Amber Ogias. Some of the workers were looking and checking on them, making sure they're fresh and edible to store. Plumber Cadets were patrolling and guarding the area, led by Sheriff Wat-Senn. Rook Clan and Team Ben were there as well, looking at the silo.

Rook Da sighed in relief, "A good first day's work."

"Look at the size of those things." Ben commented.

Julie nodded, "Yeah. You guys would able to use them for 10 years."

Rook chuckled a bit, "They are not that big when you consider that they hold a year's supply of food, fuel, and material goods for the surrounding farms." He hummed in concern, "Still, do you believe that the Muroids would dare to attack our silos? I have doubts that they would be bold to come and eat when we outnumber them."

"After what has been happening, they'll come," Ben said firmly, "And besides, someone gave them the brains and guts to do this."

"Right on queue!" Julie exclaimed as she pointed at the front.

Everyone turned and found the small squadrons of twelve Muroids, who now worn the spiked helmets, along with five giant creatures. They all armed and readied for the fight.

"What?! I-Impossible!" Master Kundo exclaimed in disbelief, "They're bold enough to attack us?!"

"Just as your friends have said, son," Rook Da said in disbelief, "They really do come and attack us..."

Ben hits his Omnitrix as he transformed into Four Arms, "Alright, guys. We need to push and hold them back. By chance, we need to catch one of them. We need to know how the heck they became smart and bold enough to do the impossible."

"Take them down now!" Rook ordered firmly.

As ordered, Team Ben and Revonnahgander charged and repelled them at once. Four Arms and Tetrax charged and engaged the large Muroids due tot hem are strong enough to punch and knock them off. Armorstrike and Helen watch over Rook's mother and siblings while firing and knocking the creatures off. Rook, his father, his sister and girlfriend were fighting and knocking them fiercely and determinedly. Both Plumber Cadets and Revonnahganders were engaging them as well. Master Kundo ruthlessly and angrily fought and killed them with his weapons.

During the midst of battle, ten giant armored orange-black colored mechas with large cannon and has the skull symbols on the chest have climbed to the mountain, where they grabbed and collected the rest of Amber Ogia. Rook Shim, Rook Shi and Young One were alerted as they screamed and yelled the rest about the Muroids are stealing the Amber Ogia. And at the same time, they charged and whacked the machines, with their sickles. But they got thrown and knocked against the silo's metallic walls.

After defeating and repelling most of Muroids, Team Ben and the rest of their allies turned back and engage the enemies. Unfortunately for them, they were too late to stop the creatures in time. The Muroids have collected enough of Amber Ogio as they climbed down and retreated at once.

"Damn it! They've gotten away!" Rook exclaimed in frustration.

"Yes, they took most of the Amber Ogia supply..." Rook Da remarked in defeat, "They should have eaten the food in first sight, than stealing. This is unlike them..."

Four Arms grunted as he slammed on the ground, "Damn it! I knew these things are getting smarter and bolder, but I didn't realize that they can use the machines." He transformed back into Ben. He looked at Rook Da, "Mr. Rook. Please don't blame your son. This plan is my fault, alone. No one else. I'll take this for my responsible."

"Ben..." Julie said in concern.

"Please, Ben. Do not take this punishment for my sake." Rook pleaded, "I should have scout and do recon around our supply factory."

"No. The fault is mine, Ben. I've had underestimated the Muroids again. I should have properly deploy the defense position properly." Rook Da said firmly and seriously. He turned and looked at Rook. He gave a gentle pat, "You did your best, son. So, do your friends..."

"Father?" Rook said in surprise yet relief. He bowed, "Thank you, father."

Helen approached to Rook Shim, Rook Shi and Young One. Three of them have received some bruises on their arms and heads. She hissed in concern while looking at their injuries. She brought the bag close to her.

"This is bad," Helen commented in concern. She took out the medical cream bottle and elixir. She looked at her adopted siblings, "Better hold on. This might sting a bit especially my speed to make your bruises go away."

Rook Siblings nodded firmly yet fearfully. Helen poured the cream on her adopted siblings' limbs and heads. He began rubbed gently yet swiftly and quickly, making the bruises to go away. They yelped in pain, feeling the burn.

The yell of pain has alerted Master Kundo to turn and looked at what Helen was doing to the children. Sensing yet suspicious of threat, he yelled in anger as he swung his bo-staff at her head, right against the walls hard. This shocked and alerted everyone.

"Master Kundo, what the heck?!" Sheriff Wat-Senn demanded in shock.

"This creature attacked the children!" Master Kundo exclaimed in anger, "I saw them with my own eyes!"

Helen shook her head, "No! I was treating their wounds. The bruises would have been swollen if I don't react!"

"She's telling the truth!" Rook Shi confirmed, "It is pain when we have bruises!"

Rook Shim nodded, "She was helping and treating our wounds!"

"Stop spreading lies to young children!" Master Kundo exclaimed in anger and fury, "I grow tired of this! The off-worlders have failed to assist and protect our Amber Ogia for second time! You all saw how incapable and pathetic they are especially one of them have failed to protect the children! And even harm them!"

Helen was shocked by his accusation, Rook Bralla spoke, "Master Kundo! You cannot possibly accuse her like this! All of us were focusing on stopping the Muroids, and did not expect them using machine!"

"This is precisely what I've warn you all! We should not have trusted these outsiders and their machines! They are the cause of our Amber Ogia's stolen, and will bring the downfall to our tradition and ways!" Master Kundo snapped in anger and fury, "Rook Blonko should not have brought them here especially adopting this creature as his sister! He has brought shame and dishonor to his clan and people! We will never ever accept them or even allow them to be treated as guests and friends! They will always be outsiders and invaders!"

Team Ben was shocked by Master Kundo's accusation towards them. Revonnahganders were chattering and debating about Team Ben. Some believed that they did their best to help them while others felt Master Kundo was right. Helen, however, was hurt by insults for not just her but for Rook. Rayona secretly went out and followed Helen.

"You cannot be serious!" Rook Shar snapped in anger.

"That's not fair!" Young One snapped in anger.

Helen screamed in anger as she sped and ran off at once, shocking and alerting everyone else. Team Ben especially Rook looked shock and concern for her to run off.

"At least, she's wise enough to admit that she is the responsible for the crimes..." Master Kundo snarled in anger.

"Hey!" Ben snapped in anger.

"How dare you?!" Julie exclaimed in fury.

Tetrax snarled, "That is way out of line!"

"Responsible?!" Rook Bralla demanded in anger, "That child was hurt! You've accused her, without evidence! You even saw them staying with us till the end, and are nowhere near to the Muroids for whole day! They helped us to protect our crops! I refused to believe that they're at fault!"

Rook Shar nodded, "And more, the Plumbers have helped us defend our world since Highbreed Invasion! How can you consider the outsider to be threat when they were helping us?!"

"How can you be foolish to fall for innocent and charity deception?!" Master Kundo demanded in anger, "The only people we can trust is ourselves, not outsiders. They only desire conquest and control of our planet and supply! And it's the reason why we never negotiate and trade with them because they're nothing but conquerors and deceivers. The Plumbers claimed that they helped us. Instead, they failed us. Just like today!"

"You're wrong!" Rook snapped firmly. Everyone turned and looked at him. He continued with his serious and firm looks, "You are wrong about the off worlds and my friends."

"Is that so?" Master Kundo asked dryly while glaring at Rook, "Do you honestly believe and trust them?"

"I do," Rook said firmly, "They're not what you have thought. It is true that there will be harsh and corrupted places and people for me to face. And perhaps, I won't able to handle it. But there are also good people as well, just like my teammates and the Plumbers. They helped and taught me about their world as I did with them about mine. And also, there are many things and wonders for me to learn and understand. This is something that I wish to share with our people. They're not different from us. I am proud that to call them my friends especially adopting Helen as my sister."

Master Kundo snarled in fury, "Rook Blonko... You're such a foolish and naive boy! You believe in such fantasy?! Have you no shame that you'll bring ruins to our world?! You will destroy our tradition!"

"Not ruins, wondrous. Our tradition can still live on, despite having new technology and materials, and even meeting and befriending strangers as our friends and family member!" Rook corrected firmly. He turned and looked at his friends and family standing together. He smiled, "My clan have proven it! Helen is one of us!"

"No! I refused to believe this!"

"You maybe my mentor and respected elder, but you are not the god or ruler of this planet! You're just member of the council only! The rest of council will understand and approve of this. It is time to change our ways for the better."

"No! I will not let this happen!" Master Kundo snapped in anger, "Prepare to face my fury, you traitor!"

Master Kundo was about to use and strike his Death Hand at Rook, who got alerted and shocked by his attempt. Rook Da moved to the front while pushing his son aside. He blocked and held off the Death Hand attack, shocking everyone else. His arms were bleeding, Rook Da grunted in pain as he pushed and knocked the attack before swung and struck his Stone Cutter at Master Kundo straight at the silo's walls.

Rook Da grunted as he fell on his knees. Rook and Rook Shar approached and helped his father to hold and stand for the moment. Sheriff Wat-Senn approached and apprehended Master Kundo's.

"Always knew you hate outsiders, but never thought that you'd go this far," Sheriff Wat-Senn commented dryly, "Fanatic and racist asshole..."

"Wow..." Ben said in shock, "You'd never told me that he knows about Revonnah Kai especially holding the Death Hand."

Rook Da chuckled a bit, "That's because I was once a master and warrior before I retired to become a farmer." He grunted in pain, feeling his arms injured, "Damn it. It really hurt against the attack. I am out of practice with martial arts."

"Father, will you be alright?" Rook asked in concern.

"I will be fine, son," Rook Da said with a grunt, "Do not worry. I will be fine. But you must find your sister. Helen needs you now."

Surprised yet relieved that his father has finally accepted Helen as his daughter, Rook turned and looked at his teammates, "My friends, can you look after my family?"

"Leave it to us," Ben said with confident smile.

Julie took out some medicine and bandages, "I'll treat you, Mr. Rook."

Rook Da gave a soft smile, "Much appreciate, young Julie."

Rook smiled in relief, "Shar, Magister Shard, please follow me. We must find and bring Helen back now!"

Rook Shar and Tetrax nodded firmly. They then followed Rook as they're heading straight to western border, hoping to find and bring Helen back home.

* * *

Run as fast as she could, Helen has arrived and stopped at the middle of large barren wasteland with rocks. She sat down while wrapped herself as she cried tearfully due to Master Kundo has said harsh words about her. All she ever want is to help Rook and her newly adopted family. She sighed sadly as she wished Pierce was here.

"Are you alright?" The calm and gentle voice asked, surprised Helen. She turned and found Rayona stood before her. She sat down, close to her. She was about to ask, but the Kinecelaran ignored and looked away. She sighed, "Do not heed Master Kundo's harsh words. None of us including Rook's and my clan have agreed with him and his philosophy."

"Why? Why did you come for me?" Helen asked.

"Huh? I was concern of your well-being, Helen. You are Rook's adopted sister. I want to make sure that you are alright. Why would you ask that kind of question?"

"I'm outsider. I've hurt Rook's sisters and brother. They all saw that, right? I mean I can't be trusted."

"No. All I saw is that you were trying to help and heal them. It is good that you care for your brothers and sisters."

"Still... Master Kundo-?!"

"Master Kundo may have been Grandmaster of Revonnah Kai, but he is not the ruler of our people nor is he right about everything. He's just a council member. He has no right to judge or make the decision and action, based on his view and hatred for both modern era and outsiders, without the council's approval. He often overstep the lines too many times. Do not let it bother you."

"Rayona..." Helen said in shock and surprise. She sighed, "Tell me, Rayona, do you love Rook so much?"

Rayona nodded, "I do. I've known him since our childhood. I'm one of few Revonnahganders have supported and believed in Rook to become the cadet and representative to our world. Whatever path he chose, I am willing to follow and support till my death."

"I see..." Helen said in surprise, "You know I'd never expected to be you being smart and kind girl. Just thought that you're just some beautiful damsel. No offense."

Rayona giggled, "None taken. I assure you, Helen. I am more than just beautiful Revonnahgander. I'm strong as Rook Blonko."

Helen giggled while imagining how tough Rayona can be. She noticed some flashlights ahead of her. She hummed, "Something off over there."

Rayona looked at Helen's direction, "That leads to Muroid's Nesting Ground. But I agreed. There is something off..."

Helen and Rayona went and followed some strange flashlights. They have arrived at the edge of large pit, which was filled with thousands and more of caverns. And to their shock and surprise, they have found a large lab and armory on the ground. They found some gangsters were injecting some of serum into Muroids. Others were training and teaching them to be smart and gangster like them, Fistrick, stood before them, smiled proudly to see the results.

"Fistrick?!" Helen asked in shock.

"You know him?" Rayona asked in concern.

Helen shook her head, "No. But heard the records that he's the criminal warlord. How the hell he get here? And why?"

Rayona hissed, "I fear that he might want to use Amber Ogia for waging galactic war or selling them in black market. It is a perfect multitask material for everything. The galaxy may have been in grave danger..."

"That can't be good..." Helen hissed in concern.

Fistrick smirked proudly as he jumped and landed on the ground hard. Both his gangster and the platoon of Muroids halted at once. They turned and looked at him. He approached and gave them one-by-one some fist bump and even chest bump. He even personally trained, fought and tested Muroids' skills and intelligence. He was impressed. He then jumped on top of the rock as he make some announcement.

"Alright, bros! Hear me out!" Fistrick called out proudly. Everyone turned and looked at him. He smirked proudly while looking at the mechas, "The time's almost come! Now take your sick new gear, get in your harvesters, and bring me every one of those Amber Oglio berries and show those hicks how it's done! RIGHT?!"

Fistrick's Gangster and Muroids gave the loud cheers wildly and happily. Most of the rodents charged and gotten a ride on their black-orange colored mechas. Hoodlum and Tough have gotten into theirs as they're about to lead both forces of Harvesters, Muroids and even their own gang out now. They're heading straight to Rook's home.

"Oh no! We must warn my people!" Rayona exclaimed in concern.

Helen nodded, "Yeah. Let's get the hell out of here!"

And just as Rayona and Helen were about to run, their feet have knocked some rocks, which were rolling down the hill. It heading straight to Fistrick and his remaining units, which they were alerted.

"What the?!" Fistrick asked in shock. He looked up and found Helen and Rayona were above them. He groaned, "Get them!"

"You heard him! Take them down!" Corvo commanded in anger.

Fistrick's Gang and Muroids gave the loud roar as they all charged at both Rayona and Helen. They both yelped in surprise.

"Rayona, run! Run now!" Helen shouted in concern, "Go warn others now!"

Rayona was about to interrupt, Helen charged down and rammed most of the Muroids and Fistrick Gang. She then engaged and blasted her blasters at them. Hated to leave her behind, Rayona reluctantly ran off as fast as she can. The Kineceleran fought and battled against the army, all by herself.

Rayona ran as fast as she can. She has to returned to her home. Fortunately for her, she spotted three figures riding the hover boards. She saw Rook, Tetrax and Rook Shar are arriving to the area. She waved to them to come to her.

"Rayona?!" Rook asked in shock as he and his allies halted at once. He asked, "What are you doing here?!"

Rayona breathed very hard, "I went after Helen to comfort her! We've made the shocking discovery! Fistrick and his gang are responsible of making Muroids to steal Amber Ogia! He already send the main army to the village now! Helen remain behind to hold them off!"

Rook and his allies were in shock and concern. He hissed, "Shar! Return to the village! Warn them the upcoming battle! They must not allow to ravage our land."

"Understood, brother," Rook Shar nodded firmly.

"Rayona, go with her," Rook said firmly.

"No!" Rayona protested firmly. Rook was about to protest. She spoke again, "I refused to abandon and left Helen again! I will not let one of your family member to sacrifice their life for nothing! I will fight."

Tetrax whistled, "Impressive."

"Fine," Rook said dryly, "Stay close to me. We don't have much time now!"

Rayona nodded firmly. Rook and his team split into two. Rook Shar returned to her home at once to warn her allies while Rook, Rayona and Tetrax went to help Helen to fend off Fistrick.

Despite the effort she has given to fight and halt the enemy advance, Helen was heavily outnumbered and outmatched against them. Muroids have been rolling and ramming at her for too many times. Eventually, she was injured and defeated. She held by Fistrick's Two Thugs before him.

"Gotta admit it, dudette. You've got some skills," Fistrick commented in amusement. He chuckled, "How the heck did you get here?"

Helen grunted, "I could ask you the same thing, jackass. And not to mention, how on earth do you make Muroids intelligent and also make use of Amber Ogia?!"

"I know some guys to help me out with these," Fistrick chuckled proudly, "One guy knows about the animals and even make the Muroids smarter too. He's crazy over animals. Another guy was an old buddy of mine told me about Revonnah and Amber Ogia. He's such a big and bulky nice guy for helping me get a ship to get here/."

"And the harvesters?" Helen asked in annoyance, "I'm guessing Techadon Weapon Master helped you out to get here."

Fistrick grabbed and strangled Helen, "You think you're smart? Think again."

"And of course, it's the same guy gave us Techadon Star Beam Platform." Corvo explained happily while looking at the large satellite platform with giant cannon, aiming to the sky. He chuckled, "Totally thrashes planets good. He said it's a prototype and need us do some serious testing. He did say that thing need some serious juice and fire power. Turns out that Aglio Olio stuff is the perfect fuel for this thing. He said that Revonnah is the perfect place for the machine's test!"

"Idiot! That surprise was supposed to be later!" Fistrick snapped at Corvo, who yelped in fear and worry. He groaned, "Whatever, man. That's the plan. Soon as I'm loaded up, hundreds of worlds are gonna have to do things the Fistrick way, and Ben 10's not going to be around to help 'em."

"Asshole!" Helen snarled, "I won't let you do this!"

"Yeah? How are you gonna do it?" Fistrick asked amusingly, "You're alone."

"She's never be alone!" Rook's voice cried as he and his allies have arrived at the scene. They rammed and knocked most of them aside. Rayona helped Helen to stand up. He continued while armed with his Proto-Tool's Sword Mode, "Fistrick, I will not let you harm sister or my home!"

"Rook!" Helen exclaimed in surprise. She turned and looked at Rayona, "You came back..."

Rayona nodded, "Indeed. I will not let anything bad happen to you, Helen."

"Fistrick, surrender now or prepare to face the hard way," Tetrax demanded.

Fistrick groaned, "Never! Take them down!"

Rook and his friends charged and engaged Fistrick and his thugs. Using both martial arts and Proto-Tool, Rook has easily knocked and defeated most of them. Helen charged and rammed most of them. Rayona firmly and calmly fought and defeated them through the use of Stone Cutter and Lightning Kick. Tetrax and Fistrick have the fierce brawl at each other.

* * *

Ben, Julie in her Armorstrike, Sheriff Wat-Senn and the rest of Revonnahganders and Plumber Platoon are armed with their weapons and blasters. They're preparing for the next fight. And so far, there was no sign of Muroids coming. They spotted Rook Shar have arrived while calling and shouting to them. She regrouped with them.

"Rook Shar, where are Blonko and Helen?!" Rook Da asked in concern.

"They're fighting Fistrick!" Rook Shar explained in concern, "The Muroids are coming in force! We must prepare to fight!"

"Fistrick?! Here?!" Ben asked in shock and concern. He groaned, "That explains of their attire and attitude of calling 'bros'."

"Who is he? Where he come from?" Rook Bralla asked.

"The bad guy from Earth," Armorstrike explained in concern. Through the use of her visor, she spotted the large army of Fistrick Thugs, Muroids and Harvester Mechas have arrived and began stealing more of Amber Ogia. She hissed, "Here they come!"

"There are so many of them. The machines are too strong," Rook Da said in concern, "How can we come this?"

Ben hummed thoughtfully while studying the machines. He turned and looked at Armorstrike, "Julie, shoot at the head. I hope I'm right..."

Armorstrike nodded as she armed and fired her blasters thrice at the first Harvester Mecha's head, opening and revealing Muroid. She blasted again at the cockpit, scaring him off.

"That did it," Armorstrike said in surprise.

"Alright, shoot their hatch that will open and forced Muroids and thugs to abandon them," Ben said firmly, "Let's show them that Amber Ogia is not theirs to take! To battle!"

Everyone gave the loud battle cry while armed with their blasters, scythes and torch blasters. They all charged and engaged the army of Muroids and Thugs. Most of them engaged on the ground. Some opened the hatch and removed the Muroids out. Others rode their Raidsteeds to ram and knock the enemies off while thrusting their scythes and poles at them. Rook Da, Rook Bralla and Sheriff Wat-Senn were leading the army. Rook Shar and the children remained behind to look after and protect the Amber Ogias. Armorstrike defended and protected the locals while taking down most of the mechas and even the army.

Ben has activated his Omnitrix as he turned into brownish colored humanoid Pterodactyl-like with large gliding energized wings-like and has a yellow beak-like mouth worn the whitish battle suit with blackish sleeves and black pants that have greenish patterns on each sides, wears the Omnitrix symbol on his left shoulder. He made a squawk noise, gliding down while unleashing and firing a powerful axe-like energy beam in knocking most of them down. He even can cut down the machines in halves. He even used the energy whip from his gauntlets in attacking the enemy troops while blasting the beams from his beak at them.

Ben squawked, "Wow. That's some energy blast. I look like Pterodactyl, and definitely got some awesome energy powers. Gonna call this - Astrodactyl!"

Astrodactyl squawked as he flew down to attack the both Muroids and Fistrick's Thugs as well as destroying most of harvesters. He also helped and protected his allies. He and the army of Plumbers and Revonnahganders did their best to repel and defeat most of the enemies while protecting the Amber Ogias.

Unfortunately, Fistrick's Thugs and Muroids have managed to collect and stored most of Amber Ogia into their fuel tanks. Once it is full, they all made their escape and headed back to the Muroids' Nesting Grounds at once. Some of them have managed to escape.

"Where are they going?" Rook Da asked in concern.

Astrodacytl squawked, "Something bad for sure. Julie, let's go. Everyone, stay behind and ready for anything. Gotta something bad coming to us!"

Armorstrike nodded, "Got it, Ben."

Activating their flight ability, both Astrodactyl and Armorstrike flew off at once. They were flying straight to the nesting ground, where Rook and his allies were battling the enemies.

* * *

At the Muroid's Nesting Grounds, Rook and his allies were still battling Fistrick and his forces while Corvo was busy of setting up the Techadon Star Beam Platform for testing. Using his Proto-Tool's Spear Mode and Blaster Mode, he has defeated most of the thugs and even scared the Muroids. Rayona and Helen helped each other as well as covering him from being attacked.

Both Fistrick and Tetrax were battling with each other fiercely and wildly for few rounds. Though Tetrax was a Petrosapien, he managed to get some hits due to Fistrick has acquired armored fists in punching and knocking him hard. However, the Plumber Magister refused to back down and continued his fierce fight with the Criminal Warlord. Both of them continued swinging their punches and kicks at each other for few times. They both have gotten tired from the fierce brawl.

"Give it up, bro! You can't win!" Fistrick snapped firmly.

"Want a bet?!" Tetrax asked in annoyance.

Fistrick smirked slyly, "Go ahead and try, bro."

And just before he could do anything, more of Muroids charged and rammed Tetrax to the ground. More of them also did the same thing to Rook, Rayona and Helen as well.

"Like I said. You can't win..." Fistrick said proudly. He then looked up and found more of Harvester Mechas have arrived. He smirked, "Right on time. Load them up."

As ordered, the Harvester Mechas approached and loaded the fuel tanks of Amber Ogia into the satellite platform. Corvo was finishing with setting up on the weaponized satellite. He then gave a thumbs up to Fistrick, who nodded firmly.

With his boss's approval, Corvo pushed the red button, activating and launching the Techadon Star Beam Platform to the sky now. Rook and his allies gasped in shock and concern of what they just saw. They were too late to stop now.

"Game over now," Fistrick said proudly, "Time to see what this baby can do now..."

Just as the satellite rocket was launching up to the sky, it got exploded, shocking and surprising everyone. They then saw a large figure coming towards them. He slammed on the ground, causing both powerful quake and shockwave on knocking everyone off. He has revealed himself to be a very big Humungousaur with spikes, with Julie on his left shoulder.

By looking at the size of Humungousaur, Muroids and Fistrick's Thugs quivered and stuttered in fear of him. The large dinosaur-like alien snarled a bit before giving a large roar at them. Unable to stand and fight him, they all screamed and panicked in fear. They headed straight into the large cages, where they hid inside, leaving Fistrick behind.

"Cowards!" Fistrick screamed in anger, "They're just bunch of stupid farmers!"

With Humungousaur's voice cleared his throat, Fistrick turned his attention to his enemy. To his shock and fear, he found not just Team Ben, but also the army of angry Revonnahganders glaring at him.

"Want to say that again, bro?" Humungousaur demanded dryly.

"Revonnahgander, teach him a lesson for disrespecting our ways!" Rook ordered firmly.

Revonnahganders gave the loud battle cry. They all charged and used their strong poles in attacking and beating up Fistrick. Rook approached to Helen, whom he gave her a comfort hug, followed by Rayona, Rook Shar, the rest of his siblings, Rook Bralla and Rook Da. This shocked and surprised Helen, yet it make her smile. Ben, Julie and Tetrax looked at each other as they smiled proudly and happily.

* * *

In afternoon, everyone gathered inside the large and decorated mansion-like, where the council make the judgment on Master Kundo's attitude and serious charges against the Plumbers. Everyone including Team Ben and Rook Family were sitting on the front rows.

"Grandmaster Kundo, for disrespecting and belittling our allies for assistance and protection, as well as harming one of our war hero - Rook Da, you shall serve your sentence in prison for thirty years," The Revonnahgander High Council spoke firmly, "And the Revonnah Kai shall be handed down to the Senior - Wayne K'cin. From now on, you are the Grandmaster and new Council of Security and Martial Arts now."

The tattooed Revonnahgander worn a crimson martial artist's robe with armor that has symbol of bat, iron gauntlets and iron knee boots. He bowed humbly, "The Iron Bat shall serve his purpose, High Council Shadepear." He turned and glared at Master Kundo, "Sheriff, take this our shameful master to his prison."

Sheriff Wat-Senn nodded firmly as he and his Plumebr Cadets moved the arrested Master Kundo out. He grunted and cried out in anger.

Master Kundo screamed in anger, "You will regret this decision! Do you hear me?! You will regret this!"

Sheriff Wat-Senn and his cadets took Master Kundo out, escorting him to the prison cell now.

"You'd think he'll escape and take revenge?" Ben asked.

Rook sighed, "I hope not. Between you and me, Ben, this is not what I wanted to Master Kundo. I'd never thought he would go down the wrong path. I have hope that he would share and agreed to accept new era of modern."

"Guess not every traditionalist people can change for better," Julie commented, "They don't know how to adapt."

"Yes, you are right, Julie..." Rook said in concern.

* * *

With Kundo locked up in his prison cell while Fistrick and his gang are incinerated within the prison spaceship, Revonnahganders continued their tradition and celebrating their successful Harvest Day of Amber Ogia. Rook Da and Rook Bralla were standing on top of the cliff's edge, watching them celebrating wildly and happily.

"The land has been kind. Despite our losses, the harvest is plentiful." Rook Da commented in relief. He turned and looked at Helen, "Ah, Helen. Thank goodness that you are here. I wish to speak with you."

Helen sighed as she bowed down to the ground, "Mr. Rook Da, I understand that you don't want to adopt and accept me as your daughter, but I assure you that I would never harm your family especially Blonko. He... He was too nice and gentle to me. I would never take advantage of his kindness and being brother to me."

"What? Who told you this nonsense?" Rook Da asked in shock. He sighed as he helped Helen to stand up. He continued, "I want to talk to you because I owe you an apology."

"Huh? An apology? For what?"

"For not realizing that you are an orphan. A child without parents or a brother. Rook Blonko told me the losses you have suffered and the reason he wanted to adopt you as part of our family. After what you have done to our clan especially protecting and treating your siblings' wounds, he made the right decision about you. You and your friends have indeed show respect to our ways, though also improve our skills and technology to make our life better."

Helen gasped, "You mean..."

Rook Da smiled, "Welcome to the Rook Clan, Rook-Wheels Helen..."

Couldn't contain her tears of joy, she cried while jumped to hug Rook Da, making him surprise. He chuckled a bit while hugging her back. Rook Bralla smiled happily with tears of joy.

"I am so happy that everything is alright." Rook Bralla sighed happily.

Rook Blonko brought Rayona to his home, where they were discussing.

"So, Rook Blonko, what is it you wish to discuss with me?" Rayona asked curiously. To her surprise, Rook bowed to the ground. She asked, "W-What are you doing?"

"In Earth's customs, man asked his lady's hand to accept a very special gift for her new life," Rook explained. He shown the box with a decorated ring with a flower, shocked and surprised Rayona. He asked, "Rayona, will you become my bride?"

Rayona, filled with tears of joy, cried out while hugging Rook Blonko, "YES! I accept your proposal, Rook Blonko!"

Rook Blonko hugged Rayona back as they both laughed out loud. Both Rook Da and Helen arrived and checked on the scene. Rook Da smiled happily to see his son's marrying Rayona. Though was upset and disappointed, Helen put her pride and crush aside to smile for her brother's marriage. Rook and Rayona got up and turned to Rook Da.

"Thanks for saving me, Rayona. You really are badass," Helen commented.

Rayona giggled a bit, "Thank you, Helen. Thank you for accepting me as family and sister-in-law. Rest assure that your brother will be fine. But make sure he stay away from girls."

Helen giggled playfully, "Will do."

"I see you asked her for marriage," Rook Da commented. He patted his son's shoulder, "Blonko, without you, tradition itself could not have survived. I am happy and proud that you are alright and strong enough to handle on your own while remain true to our tradition in this new era, thanks to your friends. Sheriff made the right decision of letting you be cadet and representative to our people. And you are right. It is time to change for better for our people, and maybe tradition should change."

"Indeed, father. While Revonnahgander change and improve skills and socials, they can still keep the tradition alive." Rook said calmly, surprising Rook Da. He continued, "Even though the humans changed and improved their technology and skills, they kept their tradition alive and respectful for over centuries. I am confident that ours will be fine."

Rook Da sighed, "Yes. Perhaps you're right. Come back next harvest, son. Bring your sister as well after all, she is our family."

Rook smiled and nodded, "Yes, father."

Rook Bralla sighed while patted both Rook Da and Rook's shoulders, "Finally... You two have come together at last."

"Hey, look, Rook. I'm the harvest king!" Ben called out.

Rook, Helen, Rook Da, Rook Bralla and Rayona turned to their back. And to their shock, they found Ben was wearing a dark violet robe with stylized golden flower patterns on sleeves and end of the robe, and also 5-pointed headdress. Young One was with Ben. They all stiffed with laughter before laughed out loud, confusing him.

"More like Harvest queen!" Rook commented in amusement.

Helen giggled, "Didn't you know that, Ben?"

Ben, shocked and confused of the revelation, turned and found Rook's sisters and even Julie worn the same attire. Tetrax worn a bluish Japanese robe-like with large sleeves and even has a fake black ponytail on his back of head. They also laughed at him as well.

"Silly Ben," Julie commented.

Tetrax nodded, "This is how the Harvest King looks like."

Embarrassed and humiliated by the revelation, Ben turned and glared at Young One, who was whistling innocently before ran off. Screamed in anger, he gave chase after him. Everyone was laughing happily and wildly. The Harvest Day for Revonnah was saved and successful.

_END..._

_Review and Suggest..._

**Main Casts:**  
Johnny Yong Bosh: Ben Tennyson  
Kelly Hu: Julie Yamamoto/Armorstrike, Ship,  
Bumper Robinson: Rook Blonko, Corvo  
Dave Fennoy: Tetrax Shard  
Juliet Landau: Helen Wheels

**Minor Casts:**  
Dan Woren: Rook Da  
Cindy Robinson: Rook Bralla  
Kimberly Brooks: Rayona  
Alanna Ubach: Rook Shar, Young One  
Laura Bailey: Rook Shim  
Colleen O'Shaughnessey: Rook Shi  
Dee Bradley Baker: Sheriff Wat-Senn, Muroids  
Richard Epcar: Master Kundo  
Eric Bauza: Fistrick  
Steven Blum: Heatblast  
Rob Paulson: Ditto  
Terrence Stone: Mecha Bloxx  
Robert Martin Klein: Astrodactyl  
Richard McGonagle: Four Arms  
Fred Tatesciore: Humungousaur

**Cameo:**  
Iron117Prime: Wayne K'cin/Iron Bat  
Shadow DJ: High Council Shadpear

**Author's Notes:**  
1) Inspired by _**Shadow DJ's Ben 10 Guardians Season 2 Episode 10**_ \- Tennysons in Farmland especially the steeds, I prefer this version over the original, which has lots of plotholes and problems such as why didn't Master Kundo as antagonist and Sheriff as ally appear in the first place to represent Rook's decision to his people and tradition. And also, Rook Family and Rayona are very underused for the show, despite Rook Da, Rook Shar and Young One got the spotlight the most (never understand why the heck they appear for smiling and cameo only in the first place). So, I decide to give them some more spotlights with active roles:

a) Rook Da will be a father, who is trying to accept strangers and outsiders especially accepting Helen as his adopted daughter, rather than against and sees them a threat to tradition (which transfer to Master Kudon since he has distrust in Off-Worlders and technologies). I love Dan Woren's voice as the humble and noble man due to he played the role of **_Liu Bei (Dynasty Warriors 4 - 5)_**.  
b) Inspired by _**Shadow DJ's Rook Rafi**_, Rook Bralla will be protective mother, who refused to let her children be harmed and mistreated, whether she's outsider or disgraceful because she knew them to be good by motherly instinct. Voiced by Cindy Robinson because she nailed the role being gentle and fierce at the same time due to her being **_Zhang Chunhua (Sima Yi's Wife from Dynasty Warriors 8)_**.  
c) Rook Shar's role is much the same as being second eldest and responsible to her family. I also add the foreshadow of her becoming the Plumber Cadets by having a chat with Tetrax about seeing the world outside and become the cadet. Her voice actress is the same.  
d) Rook Shim's is inspired by Fluttershy's personality and even Shadow DJ's Version of Rook Shim. And I honestly like the idea of her pairing and chatting with Julie because they loved and cared for the animals. Initially, I wanted to imagine of Andrea Libman as Rook Shim but chose Laura Bailey for her calm and gentle in her voice due to her role as **_Oichi from Sengoku Basara_**.  
e) Rook Shi is the most interesting character because she reminded me of Buttercup. So, I decided to pair with Helen as rivals and close sisters over sports. I chose Colleen O'Shaughnessey because she got some tomboyish attitude.  
f) Young One's role is almost the same as before, though the explanation of why he was never named explains here due to his tail. And originally, he was to have his tail cut to get his ceremonial name, but I decided not to and move to another episode. Time is not right. Her voice actress is the same.  
g) Rayona is the most underrated and underused character for being girlfriend to Rook. I decide to spice it by making her strong-will, wise and kindhearted girl, who hates the idea of leaving her friends and sisters behind, and does want to comfort them. Her voice actress is the same.  
h) Master Kundo's personality and role are the same from **_Ben 10 Omniverse _**but his voice will be Richard Epcar because of his calmness and sooth voice of anger, thanks to his role in **_Myotismon _**and **_Ansem the Seeker of Darkness_**.

2) Originally, there was gonna be a epic fight between Ben 10 and Master Kundo like Kung Fu Fights from **_Ip Man 1 or the Finale_**, but decide not to because I realize that this story is about Rook regain his honor and change the Revonnah's ways for better while keeping the tradition alive after experiencing on Earth.

3) I originally wanted to make Dr. Animo appear as well, but decide to against it because he wanted to research and experiment the animals into more advance, as well as having problem in travelling to space due to his ages and never experience one.


	10. EP10: Miraculous Teamwork

**Author's Notes:**

Alright, guys. Here comes the new episode, which is based on the most hated episode - **_Rules of Engagement_**. I will tell you this, Belie Shipping Fans and those narrow-minded fools who chose that breakup and support Omniverse Show. The breakup nonsense will not happen on my watch! Not gonna happen! This will be rewrite and a better version.

And of course, this one is third and another crossover with French TV Animated Series - **_Tales of Miraculous Ladybug and Cat Noir_**. This sets after Season 3 Finale, where Marinette became the newly Guardian of the Miraculous Box after Master Fu sacrificed his memories. It would be interesting to see how veteran heroes and young new heroes work together, as well as learning from each other about being hero.

I'll be co-writing this story with one of my friends - **_Stingergirl_**, who is also the fan of Miraculous Ladybug.

* * *

**Episode 10: Miraculous Teamwork**

After defending the Amber Ogia crops and arrested Fistrick and his goons, Revonnah Council decided to change their ways for better such as opening the trade with outside world, as well as improving the securities and allowing Revonnahganders to travel and visit the worlds, as long as they don't cause some troubles.

Team Ben returned to their home now, bringing Rayona along to see the wonders and adventures of new world. Instead of staying at Bellwood Town, they just dropped both Tetrax and Helen. They headed straight to Paris, France. They went there not just for their romantic dates, but also a visit to Julie's childhood friend. They've arrived at the Hotel Aston very late night.

* * *

In the morning, Ben and Julie were having-!?

"How could you say that..." Julie said in shock and disbelief.

"Don't, Julie!" Ben groaned angrily, "You're the worst!"

"The worst?! Is that what all you can say?! I've expected some maturity of you!"

"Let's face it! I am not ready for the next level."

"That's because you don't pay attention at all! That's why we end up like this!"

"I am paying attention." Ben exclaimed in frustration and impatient tone. He groaned, "You're strangling me! Get away from me, you wicked she-beast! This thing just isn't working for me anymore!"

Julie groaned in frustration, "Fine by me! You wanna do a hard way! Then, let's do the hard way!"

Ben groaned and screamed, "Bring it on!"

"Do you mind keep your voice down?!" Rook shouted in frustration.

Ben and Julie halted as they turned and looked at the back. They found Rook and Rayona emerged out from the room. They both worn yellowish bathrobe. They both were annoyed and exhausted.

"I appreciate that you both lowered down your voices, please," Rook said dryly and annoyingly, "Both Rayona and I have slept very late and had a first time sleeping together too."

Rayona nodded in agreement, "Aren't you both a bit dramatic and overreacting over silly video game?"

Ben and Julie blushed in red before looked away while laughed nervously and embarrassingly. As it turns out, they both were playing Sumo Slammer RPG Video Game.

"Sorry about that," Julie apologized in embarrassment.

Ben nodded embarrassingly, "Yeah. We might go over the top a little bit."

"A little?" Rook asked in unconvinced tone while crossed his arms, "The way you two acted and how you argue with each other, everyone's almost convinced that you two are breaking up. That almost give me the heart attack."

Rayona nodded, "I agreed. I'm almost convinced that you two were fighting with each other."

Ben sighed in defeat and embarrassment as he shown the headset with microphone, "Well, we both were shouting at this little thing, not at each other. Then again, it does sound like we were fighting."

Julie sighed in annoyance, "And this is why I told you that we should have try typing, instead of speaking."

"Julie, I don't play PC and also that could distract me from playing the games. I almost lose to that bitch."

"So do I, Ben. I hate to admit. She's really good with Kenko especially using the shape-shifting ability. No one could have master that skill except Marinette."

"Seems you mentioned a lot of her, is she your cousin or sister?" Rook asked curiously.

"No, Rook. Marinette was my best friend and a kid that I used to babysit when my parents and I were at Paris before we moved out," Julie explained, "We both worked, baked, studied and have fun a lot when we were kids. We both very close like almost sisters."

Rook hummed curiously, "That's interesting. I would like to meet her in person."

"Me too," Rayona agreed, "I was told that your friend baked the best food ever in this town."

"It's just bread, Rayona. Nothing really special." Ben commented dryly.

Julie scoffed before flicked her boyfriend's nose, "Don't be so certain, Ben. You'll be surprise. Tom & Sabine Boulangerie Patisserie's bakery are the best in this town. You can never find anything the best in other town."

"How intriguing. I look forward to try them out," Rook commented.

"So am I," Rayona agreed.

Ben sighed in defeat, "Fine. We'll check this bakery out..."

Julie smiled, "Trust me. You won't regret this."

* * *

After checking out with the hotel, Team Ben drove the Proto-Truk and left the hotel. They were heading straight to downtown. Unfortunately, it was heavy traffic jam, making Ben groaned in annoyance and frustration about it.

"Well, this is interesting..." Ben commented dryly, "I was expecting this place to be less traffic."

"Calm down, Ben. I'm pretty sure that the traffic will go smoothly," Julie said calmly, "So, just relax and enjoy the City of Love tour."

"You know, Julie, I'm kinda curious," Rook said calmly, "Why do they call Paris 'The City of Love'?"

Rayona nodded in agreement, "I agreed. This is kinda odd name for a city. From the looks of this, not everyone is falling in love with each other."

Julie giggled a bit, "Well, here's the thing about Paris being called 'City of Love'. That-!"

**_BANG! _**Team Ben yelped in surprise as they have accidentally banged on someone's car. They looked shocked and worried as they're now in trouble. And just before they could apologize, they found the Parisians were screaming and running for their lives.

"What was that about?" Ben asked in confusion.

"Not good, I suspect," Rook said in concern. He then heard some loud thudding noise. He even found shadow's looming over his truck. He turned and looked up through his window. He yelped in fear, "And I think I know why!?"

Everyone turned and looked at the window, where they found a giant baby stand before them. He wears a purple mask that protects his entire head with a green object on his forehead and a pink mask covering his face. He also wears a purple one-piece bodysuit with pink sleeve cuffs and a green and purple colored bracelet on his left wrist. On the center of the bodysuit is a logo which is mostly green with a magenta outline that has a picture of a pacifier on it. Gigantitan also wears pink and green ankle cuffs that are attached to his ankles, above his feet.

Team Ben gave the Anime-Style of shocked expression with sweat drops. The baby giggled happily and wildly, making them all screamed and panicked in fear.

"Drive, Rook, drive!" Ben screamed in fear, "Get us out of here!"

Rook screamed in fear, "Working on it!"

Rook reverse his truck to turn around and drove off at once. The giant baby giggled happily as he chase after it. Unfortunately for them, the giant baby was able to catch and grab it in time. He giggled happily while looking at the truck.

"This is not happening!" Ben screamed in fear.

Julie quivered in fear, "I know what you mean. I can't believe that we have to fight a giant baby!"

"Is this always happen everyday, Blonko?!" Rayona asked in confusion and worried.

Rook nodded fearfully, "Yes, it is. But this is the most unexpected and terrifying experience I ever face in my life!" He turned and looked at Ben, "Please, tell me that you have a plan?!"

Ben gulped, "To be honest, I don't have one! I'd never fight a very, very big baby!"

And just before the giant baby could shake and move the truck like a toy, a strange rope, came out of nowhere, lassoed around his hand. He was being pulled aside, letting go of the truck. It then drove off at once. Team Ben sighed in relief.

Suddenly, the door was opened as the person revealed himself to be Cat Noir

"Hey, you guys okay? You'd better-?!" Cat Noir was interrupted upon looking at Ben. He screamed wildly and happily, "No way! Ben 10! Here in Paris! I can't believe it! You're really here!"

Ben looked nervous and uneasy, "Uh... Hi?"

"CAT NOIR!" The female serious voice called, "I need help! NOW!"

Cat Noir yelped, "Ladybug! Love to chat with you, Ben 10. But gotta help my lady now! You know? Rock the baby? Get it?"

Cat Noir laughed awkwardly before using his metallic pole's to extend and jump over the giant baby, who was still walking and chasing after Ladybug was swinging around across the buildings.

"That was a bad joke..." Julie commented dryly.

"I didn't know France got superheroes," Ben commented in surprise.

"They don't not since before my parents and I moved away to America," Julie admitted in concern. She whistled, making Ship to jump and merge with her. She transformed into Armorstrike, "But definitely we need to help them at once."

"Good point," Ben agreed as he activated his Omnitrix, "Looks like they need Way Big for this one."

"Wait! You're not suggesting to fight him?" Rayona asked in concern before looked at the Paris, "Though the giant may have cause destruction on the city, he is still a baby."

Rook nodded in concern, "I do agree with Rayona's concerns. We mustn't inflict too much of harms on the infant. Any attacks could cause him death."

Ben smiled confidently, "Guys, don't worry. I've got a plan."

Ben whispered to Armorstrike, Rook and Rayon about his plan. They all gasped in surprise before laughed heartily about the idea.

Ladybug did her best to swing as fast as she can and away from the giant baby. Unfortunately, she got grabbed tightly by him. He giggled happily while looking at her.

"Not good..." Ladybug said fearfully.

"Ladybug, hang on!" Cat Noir called out as he almost near to the baby. Jumped on top of the big baby's head, he called, "Hey, Gigantitan, why don't you let my lady go, so I can give you a big candy?"

Gigantitan giggled happily as he jumped up and down happily, making Cat Noir yelped and fell down. He got caught by the big baby's grip. Ladybug gave a glare at Cat Noir, who looked nervous and awkward looks.

"Real smooth, lover boy..." Ladybug remarked dryly.

Cat Noir laughed nervously, "My bad, lady..."

And just before the giant baby could do anything, Armorstrike flew in front of him, surprising and blinding him. He then looked at his hands, found Ladybug and Cat Noir missing. He looked around of his surroundings. He then heard the whistle. He turned and found Armorstrike was flying while holding Ladybug and Cat Noir.

"Looking for us?" Armorstrike asked playfully.

Cat Noir gasped, "Armrostrike!"

Ladybug gasped, "S-Sakura?!"

"Huh?!" Armorstrike was alerted by Ladybug's calling. She asked, "Did you say something?"

"No! Nothing!" Ladybug denied. She turned and found Gigantitan was charging straight at her and her friends. She shouted, "Watch out! Here he comes!"

Armorstrike yelped as she quickly flew passed the Gigantitan at once. She did her best to fly and evade the giant baby's attempt of capturing them. They were heading down straight to the park, where everyone was running for their lives.

Before the Gigantitan could grab Armorstrike and her friends, he halted upon hearing some happy music. He turned and looked back. He found Rook and Rayona were driving the ice-cream truck towards the baby. He giggled happily as he approached towards it. He was about to grab the truck. The truck got exploded and revealed Ben 10 transformed into Way Big, shocking and scaring Gigantitan and even French Superheroes. He is taller than the giant baby's size and the Paris's Eiffel Tower itself.

"Wow... That's very big!" Ladybug commented in shock.

"He's not just big alien. He's Way Big!" Cat Noir commented happily, "I love this alien."

"Looks like this little baby needs some timeout," Way Big said seriously and firmly while looking at Gigantitan. Scared of the giant alien, giant baby began crying in fear and tears. He then grabbed and held the Gigantitan on his hands. He scoffed, "Alright. It's time for..."

"Wait! Don't!" Ladybug exclaimed in concern, "I know he's did a big mess to Paris but he's still just a baby! Don't hurt him!"

"Ladybug? Right?" Armorstrike asked calmly. Ladybug nodded in concern. As soon as she dropped French Superheroes down on the building's rooftop, she landed as well. She spoke with confident smile, "He knows what's he doing."

Way Big sighed, "Alright, baby. I've got something special for you. Something that I'm gonna humiliate myself for life."

Way Big began rocking the Gigantitan while singing 'Rock-a-bye Baby' gently and calmly, shocking both Ladybug and Cat Noir to see it. As he continued singing and rocking the baby, the giant baby slowly close his eyes and falling into his sleep. He placed the baby down on the park. This surprised and shocked Ladybug and Cat Noir even more.

"Wow... That's incredibly awesome!" Cat Noir exclaimed happily.

"Yeah. By using his largest alien form, he put the baby to sleep," Ladybug agreed. She shook her head before showing her serious looks, "Cat Noir! Now's your chance! Destroy his bracelet now!"

Cat Noir saluted happily, "On it! Time to show them our miraculous way to deal with the villains."

And just before Armorstrike could ask, Ladybug and Cat Noir jumped off the building. They're heading straight towards the baby.

**_"Cataclysm!"_** Cat Noir called out as his right hand glowed darkly.

And just before anyone could do anything, Cat Noir charged and slammed his claws at the Gigantitan's bracelet. It immediately turned into rust and breaking into pieces. A small dark purple colored butterfly emerged out from the bracelet.

"Huh?! What the?!" Rook asked in surprise.

"No more evil doing for you, little Akuma! Time to de-evilize!" Ladybug said firmly as she swiped across her yo-yo weapon, opening in two and revealed white light energy-like. She then spun hers for the moment. She swung straight at the dark butterfly. She pulled the yo-yo back to her. She open it up, releasing the white butterfly to fly out. She smiled and waved at it flying away, "Bye-bye little butterfly."

The once Gigantitan was engulfed in dark purple mist, slowly transforming and turning him back to normal size of baby. Cat Noir approached to grab and hold the baby on until the mother has arrived to come and pick him up. She thanked both Ladybug and Cat Noir for saving her son.

"What was that about?" Way Big asked in confusion. He transformed back into his human form. Ben asked, "Did I miss something?"

"I agree. I am confused," Rook said in concern, "What was that?"

"That was the Akuma. It's a parasite and the cause of turning civilians into villains to cause some troubles, controlled and commanded by Hawk Moth," Ladybug explained firmly and calmly, "So, all we have to do is find and destroy the items that makes them into evil, turn them back to normal and even Akuma into a purified butterfly."

"Incredible... Such heroics..." Rayona commented happily, "I've always thought that Ben 10 is the greatest hero in this world..."

"He still is. But my number one will always be my lady," Cat Noir agreed before cleared his throat, "No offense. I'm still fan of you like your Way Big, Grey Matter and XLR8."

Ben chuckled, "None taken. And sorry about town. It's a big mess. Must have cost a lot of money to rebuild them."

"No need to worry. I have something that can fix this mess. **_Lucky Charm!_**" Ladybug said confidently as she swung her yo-yo up high, activated and glowed brightly. It transformed into a poster of Ben 10 and Julie kissing happily. She grabbed it. She yelped, "Is this a joke?"

"I am confused..." Rook and Rayona asked in confusion.

"Cool. You're asking our autograph? Aw, you shouldn't," Ben joked playfully as he took his pen out to sign on the poster, and even Julie reluctantly signed as well. He chuckled, "Happy to write one for you, my new fan."

Ladybug groaned, "Yeah, no. I'm not really your fan. But not the point of why I did it. Usually, I summoned Lucky Charm for emergency to fight the enemy that prove too much for me and Cat Noir. After that, I do this! **_Miraculous Ladybug!_**"

Ladybug threw the poster up to the sky as it activated and unleashed powerful bright light, followed by the magical swarms of ladybugs. They spread and flew across the Paris, miraculously repaired and restored all of the damages to the normal states. Team Ben was shocked and surprised by the event.

"Incredible..." Rook commented in surprised.

Rayona nodded, "Indeed. This feeling... I felt peace and hope like a miracle..."

"N-No way! One throw of the item turned everything back to normal..." Ben said in surprise. He then gave a anime-style sad looks, "But that was the waste of your autograph..."

Ladybug groaned, "Is he serious?"

"Believe it or not, that's how he is. He loved the attention," Armorstrike commented playfully. Ship emerged out from bonding with Julie, shocking Ladybug to open her jaws. She noticed the looks, "Hey, you okay? You like seen the ghost or something?"

"I... I..." Ladybug stuttered nervously. Suddenly, her ear rings was beeping and one of the spots disappeared. She yelped, "Wow! Would you look at that?! Time's up! Gotta go now!"

Ladybug threw her yo-yo out to lassoed some building's spikes as she swung ahead of herself. Cat Noir looked surprised of Team Ben's not being confused.

"You're not confuse, why?" Cat Noir asked curiously.

Ben smiled, "She's not the only one, who was about to de-transform and keep her identity a secret routine. I used to be like that when I was 10 before word got out."

"Wow... You understand us so much..." Cat Noir commented happily. He then noticed his ring's was beeping and losing its pattern. He yelped, "Well, see you later. Hope that we can work together like a team!"

Using his metallic pole, Cat Noir extended his pole to jump from one building to another. Team Ben watched them running off to a hidden area for de-transforming.

"I'm still confuse. Why would they need to go and hide for de-transformation?" Rayona asked in confusion.

Ben smiled, "Like I said, I know the routine. Keeping secret identity is superhero's number one rule. And the reason is simple - keeping your friends and family safe from harm, and also can't let the bad guys know. But if they do."

"Then, they could bring more harms to them, and you'll be forced to submit and done terrible things..." Rook finished the sentence. Ben nodded. He hummed, "That makes sense. Family and friends' safety comes first before your own. Truly heroic. But still, wouldn't it better that they trusted the secrets to the one they trusted the most? I mean you did chose to let the world know."

Ben sighed, "Here's the thing about letting everyone knows the secret. If the villain find out of who really are, he will exploit your weakness against you. The only person you blamed the most is yourself, not your family and friends, not the villain. That is very risky. Me, Gwen and Kevin were able to tell off the villains and show them of what happen if they dare to push our limits. I don't want these kids to do the same. They're not like us."

"I see..." Rook nodded in understanding.

"Julie, are you alright?" Rayona asked curiously.

Julie hummed in concern, "I'm fine. That Ladybug... She seems familiar especially her hair and eyes. She reminded me of someone else. It couldn't be. Could it?"

* * *

In a dark area with butterfly theme window-like, Hawk Moth, arch-nemesis of Ladybug and Cat Noir, groaned in anger and furiously while holding a grip on his stick. His loyal assistant - Nathalie was standing near to the entrance.

"So close... So close! Curse that Ben 10 and his friends!" Hawk Moth snapped in anger, "How dare they interfere and ruin my victory?! What are they doing here?! Are the Plumbers and Guardians of Miraculous working together to hunt me down after what I did to one of them?!"

"Unlikely, sir," Nathalie disagreed while looking at her tablet, "According to your colleagues, Mr. Tennyson and his friends have come here for vacation only, and even want to visit Dupain-Cheng Family."

"Dupain-Cheng?" Hawk Moth asked in surprise, "I'm surprised that they're friends."

"Actually, one of them is. Her name is Yamamoto Sakura Julie. The girlfriend to Ben Tennyson, member and arsenal of his team as Armorstrike, and tennis player. Clearly, they're not aware of the situation at Paris."

"I see..." Hawk Moth said calmly and firmly. He then gave some thoughts, "Perhaps, this is not a total loss..."

"What do you mean, sir?" Nathalie asked curiously.

"**_Noroo, Dark Wings Fall!_**" Hawk Moth commanded as he de-transform back into Gabriel Agreste. He was accompanied by his kwami - Noroo. He smiled calmly, "A man with thousands or more alien transformation will be my greatest asset to turn the tide against Ladybug and Cat Noir for good. I just need to find a way to turn him as my ally, instead of enemy. Get me more information of them, Nathalie."

Nathalie nodded firmly, "As you wish, Gabriel. We will succeed it."

"Yes... We must..." Gabriel said firmly.

* * *

After leaving the park, Ladybug swung across from one building to another, arriving to Tom & Sabine Boulangerie Patisserie's bakery. She landed on top of the rooftop.

She de-transformed into Marinette Dupain-Cheng. From her ladybug theme earrings turned into a dark red colored, it blasted out a her kwami - Tikki.

Marinette sighed, "That was close. I've made it back here before they find out of who I really am."

"Don't worry, Marinette, you've always keep your identity a secret," Tikki complimented happily. She noticed Marinette's worry looks, "Marinette, is something bothering you? Does this involve with 'Sakura' or 'Armorstrike'?"

Marinette sighed, "Yes, Tikki. I didn't expect her coming here for a visit. I thought she was too busy or couldn't be bother to see me."

"Who is she? Was she your cousin?"

"Neither, Tikki. But Sakura was my best friend I ever had when I was a kid. We both used to work, study and have lots of fun together when it comes to bakery, playing sports and even done lots of drawing and designs. She was like a sister to me, much like how her father is to my mother. You could say that we're very close family than just friends, Tikki."

"Wow. How nice and amazing yours and Julie's families are. Quite big family."

"It was..." Marinette said sadly and upset.

"Then, why are you upset about her coming here?" Tikki asked in confusion, "I thought you'd be excited and happy for her coming here. You haven't seen her for how long like five years?"

"That's the problem! I haven't seen or been contact with Sakura for five damn years! She's been so busy with superhero boyfriend, playing some stupid tennis and hadn't have the time to visit or play with me. It really got me angry and upset with her a lot." Marinette exclaimed in anger and fury while crying tearfully, "Every time I watch her in TV News or newspaper, I got mad and upset with her for reminded that she's never be there for me when I needed her the most or the most dire situation I'm ever face in my life and losing him!"

Knowing what she was talking about, Tikki sighed, "Marinette, you did your best. There was nothing you could have done. Now, he entrusted the Miraculous Box to you for protection and making the decision. You are the next Guardian of Miraculous."

Marinette sighed in defeat before looked over at Paris, "I know. But... I don't feel like I'm ready for this. Master Fu may have been wrong about passing down the Miraculous Box to me..."

"Marinette..." Tikki said in concern.

* * *

Cat Noir made his way back to the large yet rich castle-like mansion. He jumped and entered through the large window. He landed on the large room, filled with piano, arcades, book/disc shelf, large black bed, drawer, chair, a large modernized television and sofa.

Cat Noir de-transform back into Adrien Agreste. On the ring finger of his right hand has a silver ring, popped out his kwami - Plagg.

"Wow. Today is just amazing!" Adrien exclaimed happily, "Ben 10 and his gang are in Paris! Who would thought of that?!"

Plagg yawned, "The who, Adrien? Can you give me the Camembert? I'm hungry."

"You're always hungry, Plagg..." Adrien remarked dryly as he passed the Camembert for Plagg to eat. He then turned on the television, which shown the news of Ben 10 and his team fighting the villains. He spoke, "Ben 10 is the greatest superhero with thousands and more aliens to turn into in the America. He is the bravest, strongest and even friendliest guy you ever want to meet. He even laughed at the face of danger. He always said to everyone - 'Never let anyone stop you to do what you wanted to do for yourself'. He's the reason why I wanted to go to the school and meet some new friends."

Plagg groaned, "If you ask me, that is dumb of you to follow his example. Staying here is much better than going to school."

Adrien sighed, "Well. If I didn't come out and go to school, I wouldn't have met you and become Superhero."

"True. I supposed... What do you think he's here for? Come to fight Hawk Moth?"

"If he is, that would be great. It would ease off Ladybug after what has happen to Master Fu..."

Plagg sighed, "I know. I can't believe that he's willing to sacrifice his memories to save all of us..."

"Yeah..." Adrien agreed sadly. He turned and approached to the window, "Maybe... If I can find and meet with Ben, and tell him about the situation. Maybe he can help us out."

Plagg yelped in concern, "Are you sure that's a good idea?! Master Fu said-!"

"Master Fu's not here. And my lady needs all the help she can get. Besides, Ben 10 can keep his secret. I mean he became a hero when he was 10 and kept his secret identity for years. So, why not ask him for help? If he can't help, maybe he can give us the advice. He is the greatest hero of the world for saving the universe three times."

Plagg hummed thoughtfully yet concerned, "I supposed it wouldn't hurt to talk with him. Just hope he keep his mouth shut about Miraculous."

Adrien laughed a bit, "Don't worry, he won't open his big mouth."

* * *

Team Ben made their way to Tom & Sabine Boulangerie Patisserie's bakery. Rook and Rayona used their ID Mask to turn into Human Disguise as Chinese Teenager and British Teenage Woman worn a yellowish-whitish dress with a ribbon on her back, wearing a flowery crown-like with diamond on middle.

They then entered the bakery, where they found Tom Dupain was baking couple of various bread while Sabine Cheng was setting some bread on display. They both were unaware of the visitors coming in.

"Welcome to our special bakery," Tom introduced happily while busy rolling the flour in the kitchen, "I'll be there in the moment."

Julie giggled, "Take your time, Uncle Tom. Can you tell Aunt Sabine that her elder brother's niece is here to see her."

"Huh?! Elder brother?! It couldn't be!" Sabine asked in surprise. She came out of the kitchen. She gasped in surprise, "Sakura?"

Julie smiled and waved, "Hi, Aunt Sabine..."

Sabine smiled happily, "Tom! Sakura's here!"

"What?! Sakura's here?!" Tom asked in surprise as he emerged out from the kitchen. He gasped as he charged and gave Julie a warm hug, "It is you!"

"Oh my goodness! Look at yourself, Sakura! You've grown tall and beautiful," Sabine commented.

Tom chuckled while rubbing Julie's shoulder, "And don't forget, she's quite strong too. After all, she was both tennis player and superhero for the America."

Julie laughed uneasily, "Thanks, Uncle Tom. It's been five years that we get together..."

Tom, Sabine and Julie were hugging each other for the moment like they were family. Team Ben was surprised yet amazed of how close they are to each other.

"Sakura?" Rayona asked in surprise.

"Her first name. Julie was just an English Name when she started to live in America," Rook explained calmly.

Noticing Ben and his friends were there, Tom asked, "Oh? Are these your friends?"

"Yes, they are, Uncle Tom," Julie confirmed happily, "That's Ben Tennysom - my boyfriend. Rook and Rayona are couples and also my friends."

Ben, Rook and Rayona approached and shook Tom and Sabine's hands while greeted to them, and vice-versa for them.

"My. He's such a handsome boy, and a bit strong and charming too," Sabine commented in surprise and amusingly while looking at Ben's face. She turned and looked at Julie, and continued, "Though not quite smart based on his looks."

Ben yelped in embarrassment, "That's awkward..."

"So, did you get stuttered and embarrassed when meeting handsome boy like Ben?" Tom asked playfully. Julie shook her head playfully. He chuckled, "Marinette did have the problem when she see Adrien around from what her friends have told us..."

"What?! Seriously?!" Julie asked in surprise, "She got a crush?"

"Yes, she did. Adrien is the boy she fell in love with." Sabine said playfully.

Julie sighed, "Knowing that girl, I don't think she stand a chance to get a date especially the boy she really likes when she's stuttered and panicked to do anything."

"That is true," Sabine agreed.

"Isn't it a bit harsh of you to say that?" Rayona asked in concern.

Julie scoffed, "Rayona, I was joking. Everyone knows that."

"Well... I wasn't laughing..." Marinette's voice answered dryly, surprising everyone else. They turned to their back and found her standing in front of bakery's entrance to the stairs. She spoke, "Hey..."

"Mari!" Julie exclaimed happily. She approached to Marinette while shouted happily, "How are you doing, Little Mari! It's been so long! I missed you so much! Look at you, you've grown up and even become pretty too. I even liked your new clothes today and even hairdo. They're great, kinda like how I was when I was 12. We've got so much-!"

"What are you doing here, Sakura?!" Marinette asked angrily yet rudely. Everyone was shocked by her response. She continued, "I'm surprise that you finally decide to visit and check on me after five long years!"

"Marinette!" Sabine scolded firmly.

Gestured to halt, Julie sighed in defeat, "Marinette... I'm sorry that I didn't have the time to come and visit you. We've been busy and dealing with some problems at America."

"Yeah. I know that, Sakura. Been busy with tennis, dating with egomaniac 'superhero' and playing some kind of a superhero..." Marinette responded dryly and annoyingly, "That doesn't excuse of you for not coming to visit or check on me for once. Is that so much to ask for?!"

Look guilty and shame, Julie spoke sadly, "Little Mari, I-!"

Marinette snapped in anger, "And stop calling me that! My name is not 'Little Mari'. It's Marinette! Don't ever forget that, Yamamoto!"

Julie was hurt and shocked by Marinette's anger. Team Ben looked shocked and concern by the conversation.

"So much for reunion..." Ben commented in concern.

_**RING!**_ Team Ben and Dupain-Cheng Family looked behind and found Fistina entered the bakery, much to the team's shock.

"Fistina?!" Ben, Julie and Rook asked in shock and surprise.

"Tennyson and his friends?!" Fistina asked in shock and confusion.

"What are you doing here? Come to robbery?!" Julie demanded while Ship snarled as they both were ready to merge and transform.

Sabine gasped, "Julie, wait!"

Fistina yelped, "What?! No! I didn't come here to commit crime! Honest! I'm on holiday! Thief's honor!"

"As if I believed a word of the criminal," Rook snarled as he armed and readied with his Proto-Tool Blaster, "Hands in the air or we will use force to make you submit!"

"Trust me, Fistina. It would be very ugly if you try to fight," Ben activated and slammed his Omnitrix, turning into Grey Matter. Tom screamed in fear like a girl as he jumped over Sabine to carry him. He sighed, "I was hoping that I wouldn't come across with this problem!"

"Will you guys stop being dramatic for once?! And stop treating Fistina a criminal! She's our customer!" Marinette scolded angrily and firmly. She readied and gave the big bag of croissant, three donuts of chocolate, vanilla and strawberry, candies and even a banana cake. She passed them to Fistina, "Sorry about that Fistina. The usual fee."

Picking the bakery bag, Fistina smiled happily while paying some Euro Money to Marinette, "Thank you, Marinette. You're such a sweet and kind girl." She turned and glared at Team Ben, "Better than Tennyson and his stupid friends. Being meanie to me when I'm on holiday!"

Marinette smiled while bowed to Fistina, "Thanks for your compliment, Fistina. Coming back again for another treat?"

Fistina smiled, "Only you give me the best one. Something for me to mess with Mayor and his stupid family."

"Fistina..." Marinette asked angrily and annoyingly.

Fistina sighed, "Fine... I'll try to be good girl and customer to you and your family." She grabbed and hugged Marinette happily, "But thank you again, my little friend."

Fistina let Marinette go as she turned and exited out the bakery. Everyone sighed in relief that they resolve the problem without causing the mess. Marinette and Julie looked at each other. And just before the latter could ask, the former looked away while crossed her arms.

Tom cleared his throat, "Who's hungry? I'm pretty sure that you and your friends are pretty hungry now..."

Sabine nodded in agreement, "I agreed. Come, Marinette. Let's get the plates and cook ready now."

Marinette scoffed angrily while crossed her arms, "Whatever."

Julie looked shocked and confused, "Marinette..."

* * *

Closed the bakery for the moment, Dupain-Cheng Family guide and led Team Ben up to the second floor, where both living room and kitchen merged together in one level. The parents cooked and set up their lunch for their guests to eat. They were sitting on the dinning table, where they were eating both French-Chinese cuisine especially the loaf of bread together.

Ben was chewing chocolate macarons, "Wow! These are amazing! I'd take that back, Julie. These are amazing."

"Indeed..." Rook agreed as he tried the croissant, "They're delicious. I'd be surprise that you're competing with Mr. Baumann's bread."

Tom scoffed, "Last time I tried his bread. It's the worse. Seriously? Who on earth put frog meat in the bread?!"

"Isn't what you all did with frog legs cuisine?" Rayona asked in confusion, "I may not enjoy eating meat, but I'm well aware of the cuisine."

Tom groaned a bit while drinking his water to calm his nerve, "Please don't mention that in front of me. I'm terrified of it because I have nightmares over frogs when doing dissection on them for science class. It's terrible for me to experience..."

"That explains why you have ranidaphobia when you saw Grey Matter," Rook commented in surprise.

Rayona gulped nervously, "I understand. I find frogs cute. Why would the scientists would dissect such cute creatures like them?"

Ben groaned in disgust, "Somethings are best left not to ask."

Marinette scoffed while eating her dumpling, "Yeah, like wondering of why the heck didn't she ever come and help me for once? Hard to ask?"

"What was that?" Julie asked in confusion.

Marinette groaned while looking away, "Never you mind!"

"Anyhow. How's tennis and also being superhero?" Sabine asked calmly, trying to calm them down a bit, "It must be very hard working and busy too."

Julie sighed in exhaustion, "It sure is. Trust me. It has never been easy to keep two favorite jobs at the same time. But in the end, I've managed to balance them well, as well s helping my friends out and spending my time with my boyfriend."

"That's sounds amazing and hard work," Tom commented in amazement.

Marinette scoffed, "Yeah, right. Like you can fit in my goddamn shoe when you're a superhero..."

Heard of Marinette's saying something, Julie demanded dryly, "What was that, Marinette?"

"Did I say anything?" Marinette asked in annoyance.

Sensing the tense between Marinette and Julie are having, Team Ben looked uneasy and worried as Tom and Sabine. The last thing they want is the fight and argument between them.

Ben cleared his throat, "Say, Mrs. Dupain-Cheng, how did you and Mr. Yamamoto became best friends i the first place? Julie told me that she and Marinette are kinda like sisters."

Marinette scoffed while looked away in annoyance, "Yeah, right."

Sabine cleared her throat and narrated her life, "Well, I have an interesting story for you, young man. When I was a little girl, both western and eastern aren't always nice and friendly like today especially when living in another country. My family moved here for a better live, unfortunately, we didn't receive some warm welcoming. We struggled to deal with this problem for years until I met Nobuyasu. It is true that Chinese and Japanese weren't in good terms since World War II but to me, he was my first friend and a brother I could depend on. He helped protect and save me from the bullies while I helped teaching him about science, math, how to speak French, English and even Chinese too. We became inseparable for years until high school, we have different ideas. While I do want to continue baking and doing business, Nobuyasu has interest of tinkering and inventing some machines for better tomorrow. Despite how distance we are, we still remain friends and often have reunion for our friendship."

"Well, you'd be surprise how fierce and protective he can be for Sabine when I approach and befriend her," Tom chuckled uneasily and fearfully, "Can't say I blame him when not everyone are being friendly to each other during the old days. But I managed to prove myself to him and others that I care and love her so much, and will never harm her. Eventually, he finally let me married her. He became a closest friend I ever had."

"And I assumed that Julie and Marinette inheriting your sibling-like relationship?" Rook asked curiously.

"You mean, following our footstep. Yes, you are not wrong." Sabine agreed.

Tom nodded, "Julie became the first friend Marinette has ever had before meeting others including her best friend Alya. Like her father, she's a sister-figure to my daughter, and will protect from being harm and insulted, and even wanted to pick a fight with Chloe. I can tell you that spoiled brat would be running with her tail between her legs. Don't mess with her."

"Wow... Savage..." Ben joked before make a tiger growling at Julie, who giggled at him. He smiled, "I can bet you make a cute kitty growl."

Julie scoffed while flicked on his head, "Careful, tiger. This little kitty can bite." Marinette make funny face behind her back, making her turned and glared at her, "You know I can't help that you did that on purpose..."

"What makes you say that?" Marinette asked 'innocently'.

"I must say, Mrs. Dupain-Cheng. Both your family and Yamamoto are very close..." Rayona commented in surprise.

Sabine smiled, "Indeed it is. No matter how far we are, we will always be family till the end..."

Marinette scoffed, "Funny of how I don't feel the same for Julie since she left me all alone to deal with lots and lots of problem..."

Annoyed and angered by Marinette's unusual attitude, Julie stood up from the chair while glaring at her, "If you have the problem with me, why don't you say that to my face now, Marinette Dupain-Cheng?!"

Everyone was alerted by the tense between Marinette and Julie. They feared that the fight between them may have gotten out of control. Suddenly, the door got banged and breached. They all turned and found Princess Looma stood before them.

"Looma?! What the heck are you doing here?!" Ben asked in concern.

Princess Looma hissed dryly, "I have finally found you! Julie Yamamoto, I have come to challenge you to win the hands of Ben Tennyson! Both of us will be married!"

Dupain-Cheng Family and even Rayona looked surprise and confused. Rook sighed while shaking his head. Ben and Julie groaned in frustration.

"Seriously? Now?" Julie asked in annoyance, "Can't this wait for another day?!"

Ben nodded in annoyance, "And for the record, you and I are not gonna married. Julie and I are still dating!"

Princess Looma snarled in anger, "You dare to defy me?! I demanded rematch now! I want this matter to be dealt with! I will win the hands of Ben Tennyson now!" She then approached to Julie, "I will not rest until you and I have settle our matters once and for all!"

"No! I will not allow this!" Sabine nodded firmly, "You have no right to come and demand challenge! In fact, we're spending some family quality now."

Tom armed with his broom at Princess Looma, "So, why don't you take your attitude and get out of our home?! I will call the police for this!"

Princess Looma hissed at frightened Tom and Sabine, "Stand down now! This doesn't concern you at all! This matter is between me and Julie! I will settle it now!" She then grabbed and held Marinette's hand up high. She snarled, "I will not ask the second time!"

"Let me go!" Marinette demanded painfully.

Ben snarled as he activated his Omnitrix, "That's it. You've gone too far!" He has transformed into Eatle. Grabbed and chow down some metals and woods, his horn cannon is charging up. He snarled, "You seriously need some timeout, Looma! So, get out now!"

Julie gasped, "Ben, don't use that power!"

Rook hissed in concern, "You're gonna-!"

And just before anyone could do anything, Eatle's horn has unleashed powerful cannon blast, sending Princess Looma off from the bakery house. Though successfully sending her off to another area, the damage to Dupain-Cheng's Home is extensive and serious. Dupain-Cheng Family was in shock and disbelief of what they just saw.

Eatle looked shock and concern while hissed fearfully as he transformed back to Ben, "Sorry about that. Didn't mean to go that far."

Julie groaned before slammed a fist on Ben's head, "Honestly, Ben! When will you ever use your head for once and try to avoid making a big mess especially to my family's friends?!"

"Sorry, Julie. Didn't mean to go that far," Ben apologized fearfully. He then hits his Omnitrix, turned into Jury Rigg - an orange imp-like alien worn black suit with white line on middle with Omnitrix Symbol, dark greenish glove and boots, and blackish aviator's helmet with goggle. He chuckled as he gathered many materials and tools, "No worries! Jury Rigg is on the job! Fix! Fix! Fix!"

Jury Rigg began the construction by using all the broken parts, tools and materials, repairing the entrance's door, staircase and even the rooftop.

Julie groaned, "Honestly, Ben..."

"He's not the only one to say sorry..." Marinette said dryly, shocking everyone else. She looked away angrily while crossed her arms, "She did much worse than he did..."

"Marinette!" Tom scolded firmly.

"What has gotten into you? Why are you mad at Julie for?" Sabine asked in concern, "I thought you and Julie were best friends and close like sisters."

"She's not my best friend because she wasn't there for me!" Marinette snapped in anger, shocking everyone else. She continued tearfully and angrily at Julie, "Yeah. You've heard me right, Julie. You have no idea of what I've been through in my life! You weren't there for me when I needed the most! Ever since the day you and your family moved to America, I've been struggling and dealing with the bullies, lots of problems and even something I didn't even wanted to deal with for my whole life, all by myself alone! No matter how hard and determined I've put up with, I was never good enough to handle this by myself. People like Hawk Moth, Chloe and Lila bully and threaten me, my family and friends, without even care of even have the conscience of their actions at all! When I asked and needed help, you didn't come and help me at all! You've abandoned me! Some friend you are! You're really selfish and care for yourself! You're no different from the bullies else! I hate you!"

Everyone couldn't believe of what they just heard of what Marinette has said. Julie was hurt and saddened by her words. After some thinking of her words, she slowly realized of what she has said, and truly regret it.

And just before Julie could say anything, Marinette ran off to her bedroom at once before locked it up.

"That is terrible..." Rayona commented in shock and concern.

"Has she been like this?" Julie asked in concern.

Sabine sighed, "Yes. I knew she has problems with school and bullies. But I'd never thought she was actually angry and upset with you leaving France."

"Guess she really need you so much," Tom commented in concern.

"Marinette..." Julie said in concern. She turned to Team Ben, "Guys, think you should go and deal with Princess Looma. I need to talk with Marinette..."

Jury Rigg nodded in understanding as he transformed back into Ben, "Sure. Call me if you need help."

Julie sighed, "Yeah, Ben."

Ben, Rook and Rayona climbed down the stairs and headed to deal with Princess Looma. Tom and Sabine returned to the bakery for their work. Julie sighed calmly as she gave some thoughts of how she can talk through Marinette about her not being there for her when she needed the most.

* * *

Leaving and exiting Tom & Sabine Boulangerie Patisserie, Team Ben headed off to find and deal with Princess Looma before she could cause some damages. They were walking down the street while looking around of the surroundings. They were also silenced after what happen from the fight as they arrived at the traffic lights.

"That was tense as you call it," Rook asked in concern.

Ben sighed, "Yeah, it is. Never thought the reunion would have been turned into sour. I wonder what hit her nerve badly."

"No one knows..." Rayona admitted in concern, "But I believe that Julie and Marinette will make amends to their relationship. So, what about this Princess Looma? Why do you propose your marriage to her when you're still dating with Julie?"

Ben groaned, "It's a long and dumb story. I blame Kevin for this shit."

Rook sighed, "Agreed. He deceived Ben to 'help and save' him from being married to Princess Looma, so he became the next suitor. Before she could commence the marriage, she must challenge and defeat Julie since she's his girlfriend."

"Yeah. That sums it up," Ben confirmed firmly and dryly.

Rayona nodded firmly, "I see. I feared that she will not be satisfied and merciful until Julie accept and fight her."

"Which is why we need to take care of her before she could start causing the problem." Ben said firmly. With the traffic light's turned into green, Team Ben walked across the crossroad. Team Ben got bumped into someone else. All of them yelped while tripped and fell down. He grunted in pain, "Hey! Watch where you going, kid!"

"Sorry! Didn't mean to!" Adrien grunted in pain. He then looked at Team Ben, "No way! Ben 10! I've been looking for you everywhere!"

"Eh? Really?" Ben asked in surprise.

Adrien nodded happily, "Yeah. I really need your help."

Ben sighed, "Look kid. We'd like to help you out but we've got something else to deal with."

"Maybe I can help you too!" Adrien suggested happily, making Team Ben uneasy and worried. He lifted his right side of unbuttoned shirt, revealing Plagg in the pocket. He whispered, "I'm Cat Noir."

Team Ben looked shock and disbelief. Rook hissed, "I believe this is the phrase I can use. 'No way'!"

"Yeah. No way..." Ben said in shock.

Adrien heard some shouts and calling his name. He turned to his back and found Gorilla was searching across the building blocks.

"Uh, whatever is it you're doing, I can help you out! I promised that I won't slow you down! I can be your sidekick too! Please, take me with you, Ben 10!" Adrien insisted persistently and hopefully, "Please! I really need your help with my issue! Something to help Ladybug out."

Looked uncertain and worried, Ben turned and looked at Rook and Rayona, who shrugged in uncertain and worried. He sighed in annoyance, he's gonna regret of making a big mistake in his life.

"Fine. Just follow my lead," Ben said firmly, "Don't try to be 'Rook'."

Adrien nodded happily, "Yes, sir! I won't make you regret it, sir!"

"What is wrong with being me?" Rook asked curiously.

Team Ben and Adrien headed off and passed by the cornered of the buildings. They began their search for finding and dealing with Princess Looma.

* * *

**_BUBBLED! _**Princess Looma gasped out loud as she emerged out from the river. She coughed and breathed heavily for some fresh air. She then swam straight to the bridge's platform, climbing out from the river. She laid down on the floor for breathing slowly and calmly.

"Damn you... Tennyson... Damn you... Armorstrike..." Princess Looma grunted while breathing heavily. Clenching her fists tightly, she snarled and screamed in anger, "I shall not rest until I'm victorious, Armorstrike! I will make you fight. I will defeat you and win Tennyson's heart!"

* * *

Inside Hawk Moth's lair, Gabriel, through the use of his Moth Miraculous, sense the negative emotions. He smirked proudly and happily as he quickly transformed back into Hawk Moth. By using his walking stick's remote, he activated his butterfly-theme window, alerting and awakened the rest of butterflies.

Holding the Peacock Miraculous, Nathalie approached to Hawk Moth, "Gabriel, with my Peacock Miraculous repaired, I can help you now. Let me use the Amuk to create the Sentimonster."

"Nathalie, I appreciate your loyalty and devotion to my cause. But you need to rest more. You've done enought for me. And besides, this new victim's different. She's not even a human," Hawk Moth said calmly to Nathalie, "This one will bring me close to my objective."

Though no convince, Nathalie knows better to question Gabriel without the plans, "Understood, sir."

Looking at the window, Hawk Moth then smiled amusingly, "Not only she feel rejected and humiliated, but also being denied by her rights to take what is rightfully hers."

As Hawk Moth lift up his left hand palm, a butterfly flew and landed on it. He closed his palms on the winged insect, creating and energizing dark power on it. He removed his right palm, and revealed the dark purple butterfly with dark energy. It then flew straight towards the window.

"Fly away, my little Akuma, and evillize her!" Hawk Moth declared proudly.

* * *

While Princess Looma was resting and breathing heavily on the platform, the Butterfly Akuma was flying straight towards the Tetramand Princess. As soon as it landed on her horned helmet, it then magically merged together with it, causing the helmet to darken and turned into black. Princess Looma's eyes awakened, with the pinkish glowing butterfly-theme mask on her face.

_"Devastator..."_ Hawk Moth's voice spoke calmly, _"I am Hawk Moth. I am granting you the power of super strength and devastation for both fighting and destroying anything and anyone that stands in your way especially getting your rematch with Armorstrike and also getting your Ben 10 back. In-return-!"_

"Why should I help you, Hulk Mop?!" Princess Looma demanded dryly, "I serve no one! I help no one but myself! I can handle this by myself!"

_"It's Hawk Moth, Devastator." _Hawk Moth's voice said calmly yet annoyingly, _"I'm not asking you to serve me. I'm demanding your cooperation. With such devastating prowess, nothing especially your so-called challenger and suitor would dare to defy you. You desire powers and revenge, don't you?"_

Giving some thoughts, Princess Looma smiled darkly, "Yes, I do."

_"Good..." _Hawk Moth's voice said calmly,_ "In-return, you will capture Ladybug and Cat Noir's Miraculous for me."  
_  
"Where should I find them?"

_"You don't. They will find you when you wreck havoc at Paris. And do not underestimate them. They're stronger and cunning together especially using their powers."_

Princess Looma smiled amusingly and proudly, "I accept this mission. Devastation arise!"

Her horned helmet unleashed and engulfed the whole body of Princess Looma. As soon as the mist disappeared, she has turned into a much more muscular yet demonically and barbaric version of Princess Looma worn advanced silver Viking-like armor with dark purple lines, armored boots and gauntlets and her helmet became much more advanced and demonically with visor while armed with twin large hammers.

Devastator roared out loud, "Hear me now! Devastator has awakened for both revenge and retribution! Ben 10, Armorstrike, Ladybug and Cat Noir, Devastator is coming now! Let the wake of destruction begins!"

* * *

After the tense fight with her former childhood friend, Marinette went up to her bedroom and stayed in there for a while. She's now on top of rooftop for getting fresh air and thinking of what she has done to Julie. She was also thinking about something else.

Emerging out from the pocket, Tikki looked very worry as she asked, "Marinette, what you said to Julie... That was very rude and harsh of you."

"I know, Tikki... I know," Marinette said sadly and shamefully, "I... I wasn't myself."

"Marinette... Is something else bothering you? What's wrong?"

"Tikki... I don't think I can't be a guardian."

Tikki gasped in shock, "What?! Why?"

"I can't handle this responsibility..." Marinette admitted shamefully and guilty, "I can't be Ladybug and Guardian at the same time. It's too much for me to handle..."

"But Marinette, Master Fu has the Turtle Miraculous and Guardian at the same time. He was able to handle the pressure and being superhero for 180 years. He handles it well, even now."

"But I'm not Master Fu! I'm not patient, strong or even wise as he is! I've put my friends in grave danger when I entrusted the Miraculous to them to help me. I've even turned Chloe against me because of my selfish interest! And not to mention, I almost lost this city safe to Hawk Moth's Master Plans twice!" Marinette exclaimed in disagreement. She then looked down in shame with tears, "The worst of all, I couldn't save Master Fu in time. I failed... I don't deserve to be Ladybug or the Guardian of Miraculous. I'm not him. I'm a failure..."

"Marinette..." Tikki said in concern.

"You're not a failure, Marinette," The calm voice disagreed, shocked and surprised Marinette and Tikki. They turned to their back, where they found Julie and Ship stood before them both. They yelped in concern. She continued, "Don't worry, Marinette. I won't tell anyone about your identity. In fact, you're not the first person that I find out to be a superhero."

"Oh, crap..." Marinette hissed, "You've heard everything?"

"Yeah, I did..." Julie confirmed as she approached to the balcony's bar while looking at the city of Paris, "Marinette, you are not failure. In fact, you did well for fighting the bad guys and saving the day."

Marinette sighed while looked away, "You're only say that to make me feel better."

"I'm serious, Marinette." Julie disagreed while showing and looking at the phone, which contained of Ladyblog's pictures and information for two years, "You've helped, protected and saved Paris for two years! People loved and supported you and Cat Noir. They believed in you. They trusted you. As far as I'm concerned, Hawk Moth didn't make any progress of conquering the city or winning."

"That's where you're wrong, Julie. I did failed. For the first time in my life, I actually lost someone so important to me. Because of me, Master Fu's gone for good. He handled down the Miraculous Box to me as the new Guardian."

"Marinette..."

"Please, Julie. Don't try to cheer me up over my failures."

"I wasn't..." Julie disagreed, surprising Marinette. She sighed, "I may not be superhero for two years, but I do know what it feels like being failures, dealing with struggles and losing someone important to you."

"Really? But you're Ben 10's girlfriend. You're the Armorstrike. You and your team fought many deadly and strong villains including Vilgax, Dr. Animo, Forever Knights, Death Viral and more! You guys never lose."

"That's where you're wrong, Marinette. No one, not even Team Ben and me are perfect. We have weakness and even lose for sometimes. For me, I nearly lost Ship to Malware or the worst, letting Viral taking control of me."

"I still don't understand. What are you trying to tell me, Julie?"

"We can't change the past or fix everything to turn back to normal. But we have to do our best to make sure that will never happen again. No matter what happen or what kind of challenge we face, we have to keep on fighting and win. I'm sure this is what Master Fu wanted you to do. He chose you to be the Guardian because you will never give up and always find the way to save Paris. Ladyblog prove that you're not failures. You just need help."

Touched and inspired by Julie's wisdom, Marinette sighed in relief before smiled, "You're right. I can't give up. Paris and even Master Fu trusted me to protect and save them from Hawk Moth. I will fight on until I find and stop Hawk Moth for good!"

Tikki cheered wildly and happily, "That's the spirit, Marinette!" She turned and looked at Julie, "You know. You would have make a fine Miraculous Holder."

"Thanks. But Ship is enough to be my armor," Julie said calmly, "And you are?"

Tikki smiled, "I am Tikki. I'm Marinette's Kwami. I'm responsible of turning Marinette into Ladybug magically."

"Magic, huh?" Julie asked curiously, "I've always want to see the real magic."

"You'll get the chance." Marinette said with a giggle. She sighed, "Sakura, I am very sorry for how I talk to you. I have no right to blame you for this. I can't depend on you to be there for me. I have to handle this on my own."

Julie sighed while patted Marinette's back, "It's okay, Mari. And also, you can count on me to help you. I will try my best to give some advice you need."

Marinette smiled in relief as she hugged Julie, "Thank you, Sakura. You're the best."

While Julie and Marinette were hugging happily and warmly, Tikki noticed something from distance. She gasped as she hid inside the bag, fearing that Akumatized Villain is coming after Marinette or something personal.

Tikki's voice shouted, "Marinette, watch out!"

Alerted by Tikki's warning, Ship jumped and merged with Julie into Armorstrike. She then pushed Marinette aside while jumped back as the intruder jumped and landed on the rooftop hard. They are now facing the Devastator.

"Looma?!" Julie asked in shock.

Devastator snarled, "No... I am Devastator! I have come for our rematch, Armorstrike! And you will fight me!"

Armrostrike hissed, "What's wrong with her?! I'd never seen her wear this ridiculous outfit."

"She's been akumatized! Because of her negative emotions and feelings, Hawk Moth has turn her into a superpower villain to work for him and get both Ladybug and Cat Noir's Miraculous!" Marinette exclaimed in concern while looking at Devastator's looks, "You'd better start running now! She's really angry!"

Devastator roared out loud while armed with her war hammers, "Fight me now! For glory!"

Armorstrike hissed, "Can't risk your family for this! Marinette, get Ladybug now!"

Armorstrike activated her jetpack's wings and booster. She flew off at once while Devastator went and chase after her. She even swung and struck her war hammer's blazing fiery shots at the Mechamorp Armored Heroin, who did her best to dodge and evade the attacks while firing at them.

"Gotta help her now!**_ Tikki, Spots On!_**" Marinette cried out. Tikki flew and entered the earrings, she then transformed into Ladybug. She sighed while looking at the direction, "Hang on, Sakura. Little Mari is on her way now!"

Using her yo-yo, Ladybug swung across the city while following after Devastator and Armorstrike, who were on chasing and running while battling with each other.

* * *

Searching and finding no sign of Princess Looma, Team Ben and Adrien have made their way to Notre Dame. They decided to take the break. Taking the seat on the bench, they even discussed of why would Adrien revealed himself to be Cat Noir to them and also need their help. He explained about himself being Cat Noir and all the events he has been through including Master Fu lost his memories when he passed down his title and Miraculous Box to Ladybug. They were in shock and surprised.

"That is unexpected yet terrible of you and your friend been through..." Rayona commented in surprise.

"Yeah." Adrien admitted in concern and fear, "That's why I thought we could ask you guys' to help us out. With you around, we could easily find and deal with Hawk Moth for good."

"We apologize, Cat No-!" Rook was interrupted as he found Adrien and Plagg shushed at him. He sighed, "We apologized, Adrien. But we came here last night for a vacation."

"I see..." Adrien said in disappointment.

"I told you that this is the waste of time." Plagg said in annoyance while eating his Camembert, "Mmm... Delicious cheese. Gotta love it."

"You sure that thing is a cat? No way cats like cheese. It's gotta be the lazy and greedy mouse," Ben remarked dryly, annoyed Plagg.

Plagg yowled out loudly, "Hey! Watch that tone, pal! Just because I eat cheese, doesn't mean I'm a squeaky mouse! And for the record, I'm not greedy and lazy!"

"Right..." Ben said dryly and unconvincingly. He turned and looked at Adrien, "Look, Adrien. As much as I want to help, but there were other places and even planets to deal with supervillains, warlords and monsters. We can't just ignore them."

"If I recall correctly from the Ladyblog, you all did well to stop the Hawk Moth, without our help," Rook said calmly.

Adrien sighed, "Maybe. But we failed one mission. Master Fu's gone. And Ladybug think it's all her fault. I want to help her, but what can I do? I'm just a terrible jester, who couldn't even make her to laugh and falling in love with me. I don't think I should be Cat Noir if I can't even help or protect my friends and milady."

"Hey, look, Adrien. Never and ever think like that because of one failure," Ben said firmly and calmly while patted Adrien's back, "Just do your best to save the day."

Though relieved, Adrien looked worry and scared, "But what if this is all the best I can do to help Ladybug? What if I can't even save her or Paris? What if I failed? What if she ended up like Master Fu? I don't want to lose her too. I don't think I deserve to be hero."

Feeling sorry for him, Ben sighed, "Look, Adrien. Being hero isn't about giving the best, but doing what you must to help, protect and save the day. You fail once, you try and score again. Above all else, you must never and ever give up, no matter how tough the battle is. That's the important rule being superhero. And besides, I'm not perfect or great too, you know. I also lose some battles, but I did my best."

"Really?"

"Yeah. If you ever need help, you know how to call."

Adrien smiled, "Yeah. Thanks. I knew that talking with you really helps out."

Ben shrugged, "I tried my best. I'm sure you and Ladybug will find and beat that Hawk Moth. You can do it."

"I agreed," Rook said calmly, "And I believe you have friends too."

Rayona nodded, "I agreed. You and Ladybug will never be alone to face Hawk Moth."

"Yeah..." Adrien sighed. He then noticed Armorstrike and Devastator were battling with each other fiercely in midair, and Ladybug was chasing after them. They were all heading straight to Arc de Triomphe. He gasped, "Who is that Four Arms Woman?!"

"Was that Looma?" Rayona asked in shock.

"But she looks different," Rook said in disbelief.

"She's been akumatized! Armorstrike is in danger!" Adrien exclaimed in concern.

Ben snarled while readied his Omnitrix, "Not while I'm still here. It's Hero Time!"

Adrien smiled happily, "Awesome! The best hero catchphrase! **_Plagg, Claws Out!_**"

Ben transformed into XLR8 while Adrien turned into Cat Noir. They, Rook and Rayona went after Armorstrike, Devastator and Ladybug at once, hoping to find and save their friends before it is too late.

* * *

Armorstrike has arrived at the Arc de Triomphe. As she was flying down straight to the large monument building, the four armed female jumped and slammed her to the ground hard. The Mechamorph Warrior grunted in pain, feeling her back hit by her. Devastator grabbed and held her up, allowing to launch some punches on her guts, head and even limbs.

"This is the moment of my triumph! I will win Tennyson's Hand!" Princess Looma screamed wildly and angrily.

Just before Princess Looma could finish Armorstrike up, something kicked on her back for few times. She turned to her back as she found no one. She returned to face her adversary, but only to find her missing.

"Looma, there is not the way to treat your opponent," XLR8's voice shouted, attracted her attention to look on her left. She found XLR8 was holding Armorstrike on his arms. He hissed, "You seriously need to let go of your ego! You and I are not getting married because Julie is with me! Get it?"

"Tennyson! My love, you came..." Devastator said teasingly. She turned and found Ladybug and Cat Noit were standing besides them. She smirked, "I see you brought new members to your team."

"Why, thank you. I'm Ben 10's new sidekick," Cat Noir remarked playfully, gained Ladybug's annoyance to glare at him. He shrugged with playful smile, "Relax, Ladybug. I'm still your partner, not sidekick. Different."

Ladybug sighed, "You'd better not, otherwise I'd take that Miraculous back."

"So, you're Ladybug and Cat Noir?" Devastator asked amusingly. Ladybug nodded firmly. She laughed out loud, "I'm expecting the most competent and strong opponents like Team Ben, not some children. I wonder why Hard Rock couldn't deal with this problem personally. It shouldn't be problem."

"Hard Rock?" Cat Noir asked amusingly before laughed out loud, " That's a good one. I'd expecting to call him 'Hulk Mop'."

"Or maybe call this villain 'Chicken Fly'?" XLR8 laughed out happily.

Both XLR8 and Cat Noir laughed out happily while making funny names about Hawk Moth's. Ladybug and the rest of Team Ben sighed in annoyance about their joke.

"Why do I get the feeling he learn the joke from Ben 10?" Ladybug asked amusingly.

Armorstrike sighed, "Well, Ben is known to be laughing at the danger."

"He tends to joke that makes no sense at all," Rook commented in annoyance.

Suddenly the pink glowing mask appeared on Devastator's face, Hawk Moth's Voice spoke, "It's Hawk Moth, fool! If you think this is easy, don't you think I would have the Miraculous in the first place, without your help?!" He sighed, "Even I've personally fought them, they're surprisingly persistent yet strong and cunning fighters. Do not underestimate them, Devastator!"

Devastator smirked while cracked her fists tightly, "This should be fun. Let the devastation begins! Devastator accept the challenges!"

"Alright, you know the drill, Cat Noir?" Ladybug asked calmly.

Cat Noir scoffed, "Don't I always?" He turned and looked at his new friends, "Beat Devastator and find the item that is controlling her. And we used Miraculous Power to save the day."

XLR8 smirked, "Well, then, this is where the fun begins!"

XLR8 charged straight at Devastator, ramming and punching at her from every direction for few times. Armorstrike also sped up and slammed some punches at her as well. The rest of his team also joined in as well. Rook and Rayona jumped and slammed their Stone Cutters on her by chest. Cat Noir jumped and attacked her at once, with his metallic pole in swing and striking at her for few times. Ladybug swung and lassoed her yo-yo around Devastator, trapping and tightened her up.

"Well, that was easy..." Cat Noir commented.

"I do not think so," Rook said in concern.

Devastator smirked amusingly as she stretched out her four arms out, breaking herself free from the lasso. She then slammed on the ground hard, unleashing powerful shock wave in repelling and pushing Team Ben, Ladybug and Cat Noir hard. They all fell to the ground hard.

"I guess I know why no one wanted to say 'easy' in the first place," Rook commented in concern.

Devastator laughed amusingly as she armed with her war hammers, "Who would like to try and face me?"

Cat Noir yelled out as he jumped up while swinging his pole on top before slammed on Devastator's head. The attack was blocked by her, she swung and slammed her war hammer at him straight against the walls. Passing his Proto-Tool's Spear Mode to Rayona to use, Rook is armed with gauntlet's blades. They both charged and engaged her at once. She firmly and fiercely blocked and deflected the attacks for few times. As they swung and slammed theirs against hers on top, her smaller arms grabbed and held them up for the moment. Armorstrike and XLR8 charged and were about to strike her from behind, but only to get swung and knocked out by Devastator's throwing Rook and Rayona at them both.

Devastator turned and faced at Ladybug, who was swinging her yo-yo, making her curious and intrigued to spin her war hammers. While approaching to her opponent, she swung and struck her war hammers at the French Superheroine, who quickly blocked and deflected her spinning yo-yo against the attack for few times. This annoyed and frustrated Tetramand Princess a lot. As she swung and slammed her war hammers down against at Ladybug, who dodged and slide down while lassoed around her legs. As soon as she got up, she pulled the yo-yo's ropes, making her opponent to fall down hard.

"Oldest trick of the book," Ladybug commented. Devastator roared as she grabbed and thrown the car at her. She yelped and panicked, making her to dodge down at once. She yelped, "Hey, watch it! That wasn't very sporty!"

Devastator roared in anger, "I don't do sports!"

Devastator grabbed and held the truck up as she thrown it straight at Ladybug, who screamed in fear and worry. Luckily, Armorstrike came to her aid as she jumped and pushed her down while the truck was thrown straight at the restaurant, causing some French Citizens to scream and panicked in fear. They all ran at once. As both Armorstrike and Ladybug grunted and recovered from surprise attack, they looked up and found Devastator is armed with her war hammers, ready to slam on them both.

Luckily, Devastator got blasted off by the Eatle and Rook's Pod Launcher. She was thrown straight at the monument building's side. Eatle hit his Omnitrix as he transformed into Four Arms.

"Four Arms! Cool! That should take her down for good!" Cat Noir exclaimed proudly.

"Don't count on it, kid. Looma is a lot stronger than she looks especially she's being empowered by Akuma." Four Arms said seriously and firmly. He cracked his fists, "Will do my best."

Using his gauntlet's scanner, Rook noticed something amiss on Devastator is slowly recovered from the ground. He spotted her helmet glowed in red, "Ben! I found where the Akuma's hiding! In her helmet!"

Four Arms sighed, "Shouldn't known it isn't gonna be easy. Will do my best to knock her down first!"

"Will back you up!" Cat Noir cheered.

Four Arms and Devastator gave the loud battle cry. They both charged and swung the punches, kicks and even using heavy objects at each other for few times. Rook and Cat Noir went and supported him by attacking and hitting on the lower parts and even limbs to weaken her.

Rayona went and checked on both Armorstrike and Ladybug while treating their wounds. And at the same time, they watched and witnessed how strong and devastating Devastator is for not only beating and defeating their allies and policemen, but also causing the destruction to both transports and buildings. Four Arms did his best to fend off Devastator, but she has proven strong and destructive in fighting back. Cat Noir and Rook did their best to assist and help him.

Ladybug hissed in concern, "If this continues, then Hawk Moth will have our Miraculous sooner than later."

"She is too strong, Mari-!" Rayona was about to spoke, but Armorstrike shushed at her. She sighed, "Right. Like Cat Noir, I must spoke her true identity."

"Wait! You saw Cat Noir's true identity?!" Ladybug asked in shock and disbelief. Rayona nodded meekly. She groaned, "When I get my hands on that stupid cat, he's gonna wish-!"

"He did it because he wanted our help and advice to assist you, Ladybug," Rayona explained immediately, "He is concern of you. He doesn't wish to see you sad and loss after what has happen to your master."

Though annoyed by Cat Noir's stupidity, Ladybug sighed as she knew he's not wrong to be worry for her doubts and concerns, "Fine. I'll let that go. Right now we need to stop Devastator before she cause more damages to everything!"

"Any idea of how to stop her?" Armorstrike asked.

And just before Ladybug and her friends could say anything, they heard some screams from the restaurant. After couple of punches breaking through truck's trailer, Fistina emerged out from it. She screamed in anger while holding the broken bags of damaged cakes.

"Who is the responsible of destroying my sweets?!" Fistina demanded angrily. Ladybug pointed at Devastator, who is still fighting Four Arms, Cat Noir and Rook. She groaned, "That little bitch will pay for hits! I will never forgive her!"

"We're gonna need more than just a muscle to take her out," Armorstrike said in concern, "We could use some kind of army to overwhelm or go small to sneak in and take her out."

"Muscle... Army... Small..." Ladybug said thoughtfully. She gasped as she took her yo-yo out while opened it in two, "That's it! I've got the idea!"

Ladybug took out a rounded box with covered in a ladybug pattern, surprising the group. And just before she could do anything, she recalled of how she usually gone to Master Fu for help and guidance especially giving other Miraculous. But now, she has to make it on her own. Though worried and scared of the mistakes, she recalled what Julie has told her. Ladybug must now make her own decision to save Paris.

She looked through the black spots, finding which Miraculous Items she could use. Eventually, she got it. By pressing on black spots, she found both a small, dark blue nose ring with an open section with the tips of the edges being rounded and has five pale yellow spikes around its outer edge, and another is Mouse Miraculous.

"This is..." Rayona asked.

"Miraculous Items... I'm its guardian now. I need you both help." Ladybug said firmly. She turned and looked at Rayona and Fistina while showing the Miraculous Items, "Rayona, this is the Miraculous of Mouse, which grants the power of Multiplication. And Fistina, this is the Miraculous of Ox, which grants the power of Super Strength. You both will use them for the greater good. Once the job is done, you will return the Miraculous to me."

Rayona and Fistina looked surprise as they both humbly grab and took the Miraculous Items. Armrostrike looked worry and uneasy.

"Are you sure about this?" Armorstrike asked.

"To be honest, I don't know. Under normal circumstance, these two are our only chance to defeat Devastator. And of course, Fistina is my customer," Ladybug said calmly.

"I will do my best," Rayona said humbly.

Fistina squealed happily, "Being a superhero today? This is the biggest surprise I ever had!"

To their surprise, both Miraculous Items glowed brightly, which almost blinded them. They both popped out from the items, slowly revealed themselves to be both Mullo and Stompp.

"Hi! I'm Mullo. Nice to meet you," Mullo greeted warmly. She yelped upon looking at Rayona, "A big cat! Don't eat me!"

Rayona laughed a bit as she gently patted Mullo's head, "Do not fear, my little mouse friend. I am not a cat. But I am Rayona and a friend to Ladybug. It is an honor to meet you."

Mullo smiled a bit, "Thank you, Rayona."

"The name's Stommp! What's your name, Muscle Girl?" Stompp exclaimed happily.

Fistina chuckled, "I like this one. He's tough like me!"

Rayona placed the pendant around her neck while Fistina placed the nose ring on her nose. They both are ready to become superhero.

"I'm ready!" Rayona and Fistina exclaimed firmly.

"Just say _'Mullo, Get Squeaky'/'Stompp, Stomp On'!_" Mullo/Stompp exclaimed firmly.

As their Miraculous Items glowed brightly, both Rayona and Fistina shouted, **_"Mullo, Get Squeaky!/Stompp, Stomp On!"  
_**  
As commanded, both Mullo and Stompp flew into the Miraculous Items. They began the transformation. Rayone transformed into a superheroine with violet hair tied in long pigtail and has headband with mouse ear-like on her head wearing a grey jumpsuit with long skirt-like, black-pink colored neck collars, gloves and boots, a pendant around her neck and gray-pinkish mask. Fistina transformed into a superheroine wearing cyan-dark blue armored jumpsuit with broad shoulder pad, armored gauntlets and boots, and her head is covered by long twin-horned battle helmet with visor and battle mask.

After the transformation, both Fistina and Rayona looked and marveled at their superheroine customes. Armorstrike looked surprise and amazed.

"Amazing! I feel the power within me..." Rayona said in amazement while looking at her suit, "I like this dress."

"I agreed. I feel powerful too!" Fistina exclaimed happily before looked at her clothes, "I feel ridiculous with nose ring and suit. I like orange. I hate blue."

"You'll get the hang on it. Ready, Multimouse and Strongarm?" Ladybug asked. Rayona and Fistina looked surprise and confuse. She sighed, "They're superheroes' codenames. Hawk Moth must never find out about you and where you come from."

Armorstrike nodded, "Just do what she said."

Rayona and Strongarm looked at each other. They both shrugged a bit, "Fine..."

Grabbing and swinging Cat Noir at both Rook and Four Arms, Devastator threw him straight at them to get knocked out. Four Arms transformed back into Ben. She approached to them as she was ready to pound them.

"Hey, Tetramand Princess!" Fistina or Strongarm called out, getting Devastator's attention. She smirked, "Ready for a real fight? I'm much stronger than Tennyson and you!"

Devastator snarled, "No one is stronger than me! Prepare yourself!"

Devastator and Strongarm gave the loud battle cry as they charged and engaged the fierce brawl at each other. Ladybug and her friends approached and checked on Ben, Rook and Cat Noir. As Multimouse was treating their wounds, Rook recognized her looks.

"Rayona?!" Rook asked in surprise.

Rayona shushed, "I'm Multimouse. I'm superheroine. Hawk Moth must not know my identity."

"Okay. I am confused, but I will not ask and follow your lead," Rook said firmly, "So, what is the plan? How can we defeat Devastator? She's strong and destructive."

"Time for my emergency powers. **_Lucky Charm!_**" Ladybug shouted out loud while spinning her yo-yo up. It transformed into a pepper spray. She then grab it when it fell on her palms, "A pepper spray?"

"Seriously? How is that gonna help us?!" Ben asked in annoyance, "You're not seriously just go and spray at her eyes, aren't you?!"

Thinking of what Ben has said, Ladybug scanned her surroundings of how she and her team can defeat Devastator. She found couple of ladybug-theme on pepper spray, buckets, roller-skates, two energized handcuffs, Strongarm, Multimouse, Ben's Omnitrix, Rook's Proto-Tool, and Armorstrike.

"I've got it," Ladybug exclaimed proudly as she gathered her friends for her plans, "Here's how it goes."

Strongarm and Devastator continued battling and punching each other fiercely for few rounds. Both of them are equal matched due to them have super strength. Strongarm managed to launch a powerful punch at Devastator, knocking her off to the ground. And just before she could do anything, she found smaller size of Multimouse jumped and approached to her as she explained the plans to her, making her amusing and intriguing.

As soon as Devastator recovered and standing up, she found Strongarm was making faces and fun at her. This annoyed and angered her to charge straight at her. Strongarm remained calm to make funny faces. As soon as her opponent came in close to her, she grabbed and thrown Devastator over her. She was throwing straight at Ben, who used his Omnitrix and turned into Crashhopper, who kicked her over to Rook's who used both Proto-Tool's Tonfa Mode and Power Gauntlets in punching her straight back to the monument building's. Multimouse quickly placed both handcuffs on her hands and roller-skates on her legs.

When Devastator recovered, she tried to stand but struggled to balance herself while trying to free herself from energized handcuffs. Cat Noir charged and kicked her straight to Ladybug, who sprayed pepper spray on her face. She yelped in pain as she rubbed her eyes hard. Armorstrike charged while jumped over as she grabbed and pulled out the helmet. She thrown it at Cat Noir, who used his Cataclysm in destroying it into pieces. The Akuma emerged out and flew off at once.

"No more evil doing for you, little Akuma! Time to de-evilize!" Ladybug said firmly as she swiped across her yo-yo weapon, opening in two and revealed white light energy-like. She then spun hers for the moment. She swung straight at the dark butterfly. She pulled the yo-yo back to her. She open it up, releasing the white butterfly to fly out. She smiled and waved at it flying away, "Bye-bye little butterfly."

With her mission completed, Ladybug held and thrown the pepper spray out while shouted, **_"Miraculous Ladybug!"_**

The pepper spray activated and unleashed powerful bright light, followed by the magical swarms of ladybugs. They spread and flew around the Arc de Triumphe, miraculously repaired and restored all of the damages to the normal states. Devastator slowly returned to Princess Looma, who looked shocked and confusion.

"W-What happen?! How did I end up here?" Princess Looma asked in confusion.

Ladybug and Cat Noir placed their fists out in hitting each other. They turned and looked at their friends. They smiled happily, "Together..."

Team Ben and even Rayona and Fistina knew what it means. They raised their fists out in hitting each other's gently.

"POUND IT!"

An American Girl, at the age of 21, worn blue dress with Ladybug Symbol on chest, red vest and also wearing blue jean, cowgirl hat and white high heels watched the event. She used her cellphone to take a picture of Team Ben, Ladybug, Cat Noir, Multimouse and also Strongarm.

"That is the coolest superhero teamwork ever!" Rebecca cheered out wildly and happily.

* * *

Back to Hawk Moth's Lair, Hawk Moth looked shocked and disbelief. He groaned in anger while clenched his fists on walking stick. Nathalie remained silent and refused to speak because her boss is very angry over his defeat.

"Not even an extraterrestrial being creature like Tetramand could defeat Ladybug, Cat Noir and even their new found allies," Hawk Moth said in anger. He turned and glared at the window, "Ladybug, you may have overcome your guilt and loss over Master Fu. But the war between us is far from over. Ben 10 and his friends won't always be there for you! I will get your Miraculous. All of them. No matter the cost!"

Nathalie nodded firmly, "Indeed. This time, we will succeed. Mayura, Lila and even Chloe will help you accomplish it, sir."

Hawk Moth sighed calmly, "Yes, we will. Have you found out much more about our new friends?"

"Yes, I do," Nathalie nodded firmly while looking at the pad, "Commander Servantis has given all the information we need. There's one thing you should know. Julie Yamamoto isn't what she appears to be. In fact, she's doesn't born to Yamamoto Clan. She was claimed to be found and adopted by the parents in Paris from 17 years ago. She does have unique birthmark called 'J579'..."

De-transform back into his civilian form, Gabriel turned his attention on the pad. He hummed curiously yet thoughtfully, "Interesting... This could turn the tide, should she learn the truth behind her true origin. She will either turn to my new pawn or make Tennyson as my ultimate asset. I will have those Miraculous."

* * *

After the fierce battle, Ladybug took both Miraculous Items from both Rayona and Fistina. She and Cat Noir went to their separate way for de-transform into their civilian forms. Team Ben explained the situation to Princess Looma, who was in shock and disbelief. She bowed to the ground humbly and shamefully.

"Please, forgive me! I don't deserve to be your challenger, Julie Yamamoto, nor taking you as my suitor, Ben Tennyson!" Princess Looma pleaded shamefully while bowing to the ground, shocked Team Ben. She hissed, "I truly am sorry for my selfish and violent deed! Please forgive me!"

Team Ben looked uneasy and awkward about the situation. They'd be expecting her to get angry and upset with them for not accepting the challenge.

"I thought you'd be mad at us," Ben said uneasily.

Julie nodded in agreement, "Yeah. We did blast you off from the house."

Princess Looma sighed in shame, "But you have the right to kick me out. I arrived here unannounced on the wrong time. I understand that if you do not wish to accept challenge or even become my fiance. I'm the most unworthy and selfish princess..."

Ben and Julie felt guilt about Princess Looma. They sighed in defeat. Julie spoke, "If it makes you feel good, we could have the fight now. This time. No more killing?"

"And can we skip over me being the silly suitor?" Ben asked in annoyance.

"Do you mean it?" Princess Looma asked in surprise. Ben and Julie nodded a bit. Though happy by their proposal, she sighed while looked down, "I appreciate it. But I can't accept this challenge. There is no honor of me to request or accept the challenge when I've caused enough damages to this place for my stupidity and selfish. Is there anything that I could repay you for saving me?"

"Like not making me your suitor?" Ben asked uneasily.

Julie sighed with a smile, "How about finding your own boyfriend, and try not to pick a fight with any boys to see if they can beat you? How about talk or work with them? Wouldn't it be better?"

"How about my sweets and cakes? Buy them for me..." Fistina asked in annoyance.

Princess Looma hummed thoughtfully, "It doesn't sound like how we Tetramands do, but worth to try. Thank you for your humble advice and saving me, Julie." She cleared her throat, "And of course, I will paid you back for destroying cakes and sweets, Acorsian."

Fistina smiled, "Thank you!"

Suddenly, someone or two called both 'Ben' and 'Julie'. They turned to both left and right direction, where they found Marinette and Adrien were running towards them. Marinette jumped and hugged Sakura while Ben and Adrien gave each other a high five.

"Thank goodness, you're alright," Marinette said in relief, "I thought I lost you, Sakura."

Julie smiled while winked at her, "Don't worry so much, Little Mari. I've got a friend for saving my life." She whispered to Marinette, "Seriously, thanks for saving me."

Marinette sighed, "Actually, I should be thanking you for helping me out. I may not be Master Fu, but I know what I can do to protect this city. After all, I am Ladybug, Protector and Superheroine of Paris."

"Good," Julie said calmly, "If you need anything, you know what to do."

Marinette nodded, "Yeah. I know."

Ben looked at Adrien while smiled at him, "So, feeling better and know what to do?"

"Yeah, I do. Keep on fighting the bad guys and never lose to them," Adrien said calmly, "Thank you, Ben 10. I trust that if you or I need help, then we help each other?"

Ben winked at Adrien, "You bet. We are heroes. What do you expect, Adrien?"

"Adrien?! Here?!" Marinette asked in shock and surprise. Adrien waved to her. She stuttered awkwardly and fearfully while waving at him, "Hey, A-Adrien! I didn't see you here! I mean I didn't expect you to be here! I mean I'm not saying anything about you're not coming here! Nothing's wrong with you being here! I mean nothing's wrong about you being here?!"

Everyone was in shock and surprise of what they just saw. Team Ben gathered around together for their secret discussion.

"I assumed that Adrien is Cat Noir?" Julie asked, "I already know that Marinette is Ladybug."

Ben nodded, "Yeah. I have to assume that both of them know nothing about each other's superhero identity?"

"Comparing how they acted and behaved to each other when being superhero and civilian, I don't believe so," Rook agreed, "I'm guessing this Master Fu doesn't want them to know each other for safety precaution from Hawk Moth's searching for them."

"Indeed. His Akuma could have spied and overheard their conversation," Rayona agreed, "I'm not convinced that not learning each other's identities is the wise idea to help and save Paris as well as stopping Hawk Moth."

Julie sighed, "Well, I trust Little Mari makes her own decision to disclose her identity to Adrien when the time is right. For now, we help her to get Adrien like her. How about it?"

"Fine by me. Plus, we could get both Fistina and Princess Looma to try the bread." Ben agreed.

Rook sighed, "Somehow, I am having troubles to believe that Fistina, a criminal, helped us."

Rayona smiled as she kissed Rook's cheek, "I believed that there is a phrase called 'everyone deserve the second chance'. She did save us. If she caused trouble again, you can arrest her to be reminded over her good deeds."

Rook groaned, "Fine..."

"Let's do it," Julie agreed. She turned and approached both Marinette and Adrien as she held both of them close together, "Hey, how about we go to bakery for my delicious cake that Aunt Sabine make?"

Marinette gasped, "Yes!"

"That'd be great," Adrien agreed before turned to Marinette, "I didn't know that you were best friend with Julie Yamamoto."

Marinette giggled nervously, "Well, it's a long story."

Julie turned to Fistina and Princess Looma, "You two can join us. Consider it a reward and the way to make up for messing this place up."

Princess Looma and Fistina gave some thoughts and nodded happily, "Alright!"

Team Ben and their friends headed back to Tom & Sabine Boulangerie Patisserie, where all of them were eating Julie's favorite cake - strawberry-vanilla large cake. They all enjoyed eating them happily and proudly.

_END..._

_Review and Suggest..._

**Main Casts:**  
Johnny Yong Bosh: Ben Tennyson  
Kelly Hu: Julie Yamamoto/Armorstrike,  
Bumper Robinson: Rook Blonko, Jury Rigg  
Critina Vee: Marinette Dupain-Cheng/Ladybug  
Bryce Papenbrook: Adrien Agreste/Cat Noir  
Kimberly Brooks: Rayona/Multimouse, Princess Looma/Devastator  
Keith Silverstein: Garbiel Agreste/Hawk Moth

**Minor Casts:**  
Mela Lee: Tikki  
Maxwell Mittelman: Plagg Stompp  
Sabrina Weisz: Nathalie Sancoeur  
Morgan Lofting: Looma/Strongarm  
Christopher Corey Smith: Tom Dupain  
Philece Sampler: Sabine Cheng, Mullo  
Fred Tatesciore: Way Big  
Todd Haberkorn: Grey Matter  
Eric Bauza: Eatle  
Jim Ward: XLR8  
Richard McGonagle: Four Arms  
Dee Bradley Baker: Crashhopper

**Cameo:**  
Stingergirl: Rebecca

**Author's Notes:**  
1) For the record, there is no confirmation of what and how **_Ox Miraculous_** works, and not sure how the superhero uniform design is like. This is just a head-cannon for what it does. Cross the fingers, that it gives super strength. I mean it is an ox, after all.

2) Next three episodes will be Season Finale, which are based on and also combination of **_Ben 10 Omniverse episodes of 'A Fistful of Brains', 'For a Few Brains More' and also 'Showdown Part I & II'_**. Get ready!


	11. EP 11: Ultimate Showdown (I)

**Episode 11: Ultimate Showdown (I)**

Inside Dr. Psychobos's Space Station, Malware and the rest of his accomplices were gathered at the command bridge. They were discussing of their master plan.

"The time has come..." Malware said calmly, "Tell me, is everything prepared?"

"Yes, it is, Malware..." Dr. Psychobos stuttered amusingly and calmly, "The army of Red Mechamorphs are fully grown and active for invasion."

Khyber nodded firmly, "My hound and I are ready for the next fight as well."

In his Galvan Form, Albedo smirked amusingly while looking at his computer, "I've prepared the Ultimate Forms for everyone to use. Both Azmuth and Ben Tennyson will stand no chance against us. I assure you that we will be victorious..."

Dr. Psychobos scoffed in annoyance, "We'd be better off without some useless Ultimate Forms. And I used the term loosely."

Albedo scoffed while crossed his arms, "Maybe I shouldn't have given you that power since you not only failed your mission a lot, but also coward and pathetic to use it."

Offended by the insults, Dr. Psychobos snarled while reading his Electrokinesis Power, "Why you, arrogant and incompetent amphibian-!"

"No... If we were to take the complete revenge on Azmuth for everything he has done to us, we must have absolute powers to defeat and humiliate him for good." Malware snarled dryly while narrowed his angry optic, "You all have the assignment. Go forth and complete it..."

"Yes, Malware," Dr. Psychobos, Albedo and Khyber saluted.

Malware turned and exited out of the command bridge's entrance, his accomplices followed him as well. They're heading straight to the large mess hall, where the large army of Red Mechamorphs were in lines and snarling wildly and mindlessly.

"Silence!" Malware ordered firmly, silencing his brethren, "My brethren! The time has come. It is time to show not just our former creator - Azmuth, but also the universe of how flaw and weak they have become while we are the true superior! We will not only remake and remove the inferior beings such as Azmuth's creations, but also others as well. They will know that we are true superior beings in the universe. Viral, my offspring, has given her life to know that we have the ability to merge and force not only machines but also all kind of organic creatures as well to be part of us! Her sacrifice will not be in vain! Now, forward, my brethren!

"Hail Malware! Hail the Father! Hail Malware! Hail the Father! Hail Malware! Hail the Father!" Red Mechamorhps cheered out wildly and proudly.

Malware growled a bit, "The end is near now..."

* * *

After the visit to Marinette Dupain-Cheng and her family at Paris; Ben, Julie and Rook make their way back home now. Rook also send his fiancee Rayona back home. Fistina remained at Paris for her usual holiday, though often gotten into trouble with local police. After admitting her defeat and accepting the gift from her opponent, Princess Looma returned to her planet now.

Reunited with Tetrax and Helen, Team Ben is on the patrol duty, keeping their eyes out on any sign of troubles. Eventually, they come across to the jewelry store, where the robbers were robbing couple of jewelries and even cash from counter and civilians. As usual, Team Ben responded and engaged them head on at once.

Ben, turned into Big Chill, became intangible while firing his ice beam in freezing five robbers from harming the civilians. Armorstrike blasted her blasters in destroying the guns while Rook and Helen defeated and knocked the rest of robbers. The drivers panicked in fear as they tried to drive out their vans, but Tetrax fired his shards in puncturing the tires. He charged and knocked them out at once.

Team Ben arrested and took the robbers out, where the Bellwood Policemen approached and apprehended them. They then guided them to their police truck.

"Thanks for the assist," Policeman Lieutenant commented happily.

"No problem," Ben said calmly while waved to the lieutenant. The policemen left the scene. He sighed as he leaned against his DX Mark 10, "Well, that was fun."

"By the definition of 'fun', you mean 'job well done for dealing with the robbery'." Rook asked curiously and calmly. Ben nodded in agreement. He sighed, "Well, yes, it is."

Julie sighed as she took a bottle of water to drink, "Well, glad that everything's back to normal. No more scary monsters or hard jobs to deal with."

"I agreed. Just a normal regular criminals to deal with," Rook said calmly, "The last thing we need is to deal with the greater threat that almost doom the world again."

"Hey, at least, you guys got some awesome adventures to save the universe for three to five times (I think)," Helen complained while crossed her arms, "Me and my team only get to save the universe once."

Rook sighed while patted Helen's head, "It is best to deal with normal situation than the worse and dangerous one. Trust me. It is not very 'fun' to deal with."

"Speaking of dangerous, still no sign of Malware or his accomplices?" Julie said in concern before she gave uneasy and disturbed looks, "Not to mention, Viral blob?"

Tetrax sighed, "Afraid not. As far as I know of, Azmuth, Galvans and Mechamorphs have tightened the security to prevent and repel Malware and his goons from entering their system. They should be safe from danger for now."

"Still, would it be enough to stop them?" Rook asked in concern, "I mean Malware and Albedo did come from Galvan Prime and its moon. So, they might know one way or another to get inside the system. Even if the planet's security has been improved and tightened, they still have the help from Dr. Psychobos and Khyber to get them inside."

"That is true..." Ben admitted in concern, "If anything goes wrong, I'm sure Azmuth will call us about the situation. He's the smartest alien in 70 galaxies."

"3 galaxies, actually," Rook corrected.

"Either way, like Ben said, if anything goes wrong, he would have called us," Tetrax said calmly and firmly.

"Hey, Ben, can I ask you something?" Julie asked. Ben turned and looked at her. She asked, "As far as I remember of my lost memory, I haven't seen you used the Feedback for a while."

Ben was in shock and uneasy. Rook nodded, "Yes, Julie does have the point. I'd never get the chance to see Feedback for weeks. He is your favorite alien?"

"Was," Ben corrected firmly and seriously before looked away in shame, "You all know why I didn't want to use him."

Julie patted Ben's back, "Ben, I'm not mad at you for what you've done as Feedback ro me from 5 years ago. Everyone's angry and upset when they lose someone so important to them. Technorg was a good friend to me too. Plus, you were trying to save our home from Malware."

"Indeed, Ben. People often blinded by rage and anger until they have vengeance on their enemies, without the concerns of others," Rook agreed calmly. Ben looked down in shame. He noticed as he cleared his throat, "I mean. I'm sure you didn't mean it."

Ben sighed, "Except I did. I didn't even listen to other for using too much of Feedback's powers. I almost killed people including Julie for the sake of revenge on Malware's killing Technorg. I will never ever use him again."

"Ben, just because you make a mistake for not listening, doesn't mean you don't learn from it." Tetrax said calmly while patted Ben's back, "You can still use Feedback against Malware if he ever show up again."

Helen nodded, "Yeah. I want to see why Feedback is awesome."

Annoyed and angered by their insistence and forgiving, Ben snapped angrily, "No! I told you before. I'm not gonna and ever use that a-alien monster ever again! I'd never want to hurt anyone again."

"Ben..." Julie said in concern.

**_BEEP! _**Team Ben responded to their com links now. Ben asked, "Hey, grandpa. What's up?"

_"Ben! Need backup! Khyber in Plumber's Headquarter! Help!"_ Grandpa Max cried fearfully and frantically before screamed in pain, _"Arrrggghhhh! Get your filthy jaws off my hand, you stupid giant mother#$&%# Jawbreaker! You want a piece of my freaking ass?! Watch out coz I eat sharks for breakfast, asshole."_

"Grandpa Max?! Grandpa?!" Ben called out in concern.

_"If you want to see your grandfather alive, come to this coordinates."_ Khyber's voice said calmly and amusingly, _"Time to see if the prey can escape the predator's jaws, Ben Tennyson."_

Ben snarled, "Bastard! I'll kill you for this!"

Khyber's voice laughed, _"Come and get me, quarry..."  
_  
With the com-link being silenced, Rook quickly looked at his gauntlet's screen, revealing the coordinates on the map.

"Coordinates received," Rook reported, "But it's a trap, Ben..."

Ben clenched his right fists, "Well, he'd better set a good one. Because that hunter is about to get hunted down by a prey."

"Should I get reinforcement?" Helen asked in concern.

Ben nodded, "No, Helen. Get back to the base and rally all the squad. Also contact Azmuth to see if he's alright. I have the feeling that Malware is making his move. Be ready for anything."

"I already called Gwen and Kevin. We'll meet them there," Julie said firmly.

"Well then, shall we go for hunting season?" Tetrax asked calmly.

Ben gave a dark angry glare, "Oh yeah. It's Khyber Season time."

As Helen rushed out and returned to the Plumber Headquarter, Team Ben drove off and headed to the coordinates that Khyber has sent them to go. Hopefully, they get there and rescue Max in time.

* * *

Using both DX Mark 10 and Proto-Truk, Team Ben headed straight to the coordinates that Khyber has sent. They have arrived at the area, where they found a giant metallic wall-like with large entrance. They even found Kevin, Gwen, Zed and the new muscle armored car with arsenal and weaponry.

"Kevin! Gwen!" Ben greeted happily as he gave his cousin a hug and a fist bump with his best friend. He sighed, "Good to see you both. Sorry to drag you guys out from your daily life."

"When it involved my family especially Grandpa Max, they're gonna regret for messing with them," Gwen said angrily and calmly.

Kevin nodded, "Yeah. I'd say it's time to end this hunting season."

"Took the words out of my mouth," Ben agreed, "Let's go hunting. And stick together. I had the feeling that hunter got tricks up in his sleeves."

"I do not understand why would he has tricks up in his sleeves when he's not magician," Rook asked curiously, annoyed the rest of Team Ben.

Julie sighed while patted Rook's back, "Ben means we have watch out for traps and ambush that Khyber has set up."

Rook groaned a bit, "Wouldn't it be easy if you just said it plainly?"

Kevin sighed, "Let's just get in now."

"Alright. It's Hero Time," Ben said confidently.

Ben has activated his Omnitrix as he transformed into Eye-Guy. Gwen magically transformed into magical Lucky Girl. Kevin absorbed and combined both earth and metal into armored form with spikes and armed with earthen weaponry. Julie and Ship merged together and transformed into Armorstrike. Activated his Powered Gauntlet, Rook is armed with Proto-Tool Spear Mode. Tetrax is armed with twin shards, and even his back has strong armored shards.

After they have powered up, Team Ben nodded to each other as they're preparing to move in now. With the entrance door opened in two, they all marched into it. And just before they could do anything, the floor was shaking and launched out the walls in separating them from each other. This shocked and scared them off.

"Guys! Are you alright?" Eye Guy asked in concern. His friends shouted that they're alright. He sighed, "Okay. This is definitely a trap. Find a way to meet up and find Khyber. And watch out for predators. They're something that you don't want to mess with."

"Got it!" Team Ben responded calmly.

Team Ben headed out and entered into the maze, searching a way to meet up with each other while keeping their eyes out for Khyber or his pet's other various forms of predators.

* * *

Passing through the long hallways of desert and often ended up at the dead end for five times, Kevin and Zed have arrived at the sixth dead end. He groaned in frustration as he slammed his giant makeshift fist against the walls.

"I hate stupid maze!" Kevin shouted angrily, "Seriously, what's with it?! Is this supposed to be a puzzle game or the game?!"

Taken unusual scent on her nose, Zed snarled and barked out loud at the wall, making Kevin alerted and worried. As walls slowly formed some cracks, Zed quickly grabbed and dragged her owner away before the walls exploded and turned into debris to fall on them.

They then looked up and found the Slamworm stood before them. Instead of the regular predator to Armodrillo, it became much more scarier and demonically dark armored brownish alienated centipede-like with ten eyes, large mandibles, large pincers-like legs on its long body and its tail is golden armored driller-like. It then hissed and screeched out loud at them.

"What the hell?! Slamworm?" Kevin asked in shock and fear, "Wait. This Slamworm looks different like it just evolved into... Ultimate?!" Ultimate Slamworm screeched out at him. He groaned, "Aw man. So not cool! Run!"

Kevin and Zed turned and ran off at once. The Ultimate Slamworm screeched out loud as It jumped and dug down while chasing after them both. While they both continued running, the giant centipede-like alien managed to pass them and emerged out from the ground. It then make some screeches noise. It then spitted out some multiple burning acid balls at them. Both Kevin and Zed yelped as they dodged and evaded the attacks while moving back as fast as they can. The balls acids melted down the ground and even the wall itself.

Unable to catch its preys, the Ultimate Slamworm screeched as its mandible clashed and formed into a driller-like. It swung and struck its driller beaks at both Kevin and Zed, who barely dodge and evade the attacks for few times. It then swung its tail in knocking them both straight at the walls hard.

The Ultimate Slamworm gave a loud screech as it slithered towards them, ready to feast on its preys. As it's about to take the bite on him, Kevin quickly makeshift a driller and drilled against its beak, making it yelped in pain. It shook its head before spitting him out to the ground.

"Still got the same weakness," Kevin commented playfully. Ultimate Slamworm snarled and screeched out loud at him. He gulped, "Okay, attacking the weakness is not cool!"

Ultimate Slamwowm activated its driller-like tail in attacking and slamming at Kevin, who barely dodge and evade the attacks while swinging his sword and driller back at him. They have been at the fighting for 10 to 15 times. Annoyed and frustrated of not getting his prey, Ultimate Slamworm spitted a acid ball at his face, blinding. He yelped and cried in pain while struggling to get the acid out. The Ultimate Slamworm, using his tail, tripped him to fall down hard. He slammed and struck down his driller-like tail on his stomach for few times, injuring him a lot.

Seeing him wounded, Ultimate Slamworm snarled calmly as it prepared to feast on him. Unknown to either of them, Zed jumped on the giant worm-like alien's slithering body as she started running straight to the head. She jumped and started biting and clawing the creature's eyes, injuring and blinding them. It yelled in pain while wiggling and shaking her off.

Seeing the chance, Kevin quickly moved away from Ultimate Slamworm while armed himself with makeshift catapult-like to throw a giant rock straight at the creature's face and even Nemetrix for five times, knocking it down hard. Zed jumped and landed on Kevin to the ground. She then licked him by face, making him laughed happily.

"Okay, okay, girl. Thanks for saving my life," Kevin commented while patted Zed's head. He turned and found Ultimate Slamworm groaned in pain as it dug a hole and make the escape. He hissed, "That is not good. Just hope Ben and others are ready for the Ultimate Aliens now coz we're in big trouble."

Zed barked in agreement, making Kevin to pat her head gently. They both got up and headed off to find the rest of their friends and stopping Khyber.

* * *

At the horde of forest-like, Lucky Girl yelped in pain upon hearing a loud screech. She turned and looked up as she was facing the Dreadscreech, which is now an armored giant bat has large bladed big wings-like with two black discs-like and his chest has strong armored speaker-like. It was unleashing screech noises at her. She struggled to use her Barrier Spell in blocking and deflecting sonic waves aside.

"Great... Just what I need. A giant freaking bat, who is now an Ultimate Form! How the heck did it get the Ultimate Form?!" Lucky Girl complained angrily. Ultimate Dreadsreech unleashed some powerful flap of wings-like blades at her. She yelped, "Think later!"

Lucky Girl teleported before the wings-like blades hit her. She reappeared behind the creature as she swung and fired her Magical Spell Balls at Ultimate Dreadscreech's back. It got hits for the moment. As it turned around, the monstrous bat-like screeched out loud as its wings opened the holes and launched its smaller version of Dreadscreeches-like to come out. They all swarmed and attacked her head on, shocking and alerting her. She used Galleyus Disruptus, in blocking and pushing the swarms off as many as she can. As soon as she has cleared the swarms, Ultimate Dreadscreech flew and rammed straight at her, knocking her off and fell to the ground hard.

Lucky Girl grunted a bit while shaking her head. She looked up and found Ultimate Dreadscreech aimed and dived straight at her. She yelped as she rolled away from it. As it made the impact on the ground, it wildly and angrily attacked her with its bladed wings. She dodged and evaded the attacks as fast as she can for few times. It then unleashed powerful screech at her face. She's been blown straight to the tree trunk hard.

Ultimate Dreadscreech took the flight again as it prepared to make another impact at its target. Seeing it getting close to her, Lucky Girl unleashed Thanatis Icatis Exodus for blowing and throwing the creature off around the forest, knocking and bumping onto them for few times. At the last moment of its effort, the large bat-like predator summoned and launched its swarm of minions to flew straight at her. Anticipated the creature made its move, Lucky Girl summoned Portallus Projectum for the swarms to enter and exited out to dived and injured Ultimate Dreadscreech's back. Seeing the creature weakened, Lucky Girl unleashed full power of Interdamoto Ilaborator at the predator. It got thrown off from the maze.

And just before Lucky Girl could approach and finish it off, Ultimate Dreascreech screeched out as it make its escape.

Lucky Girl sighed, "That is the reason why I don't like icky bats. Good riddance..."

* * *

Rook has arrived and entered the molten rocks landscape with lava. He became uneasy and sweaty as he can feel the heat in him. He has the feeling that this coule be the trap for him. Nevertheless, he remained vigilant and calm while armed with his Proto-Tool's Gun Mode, readying to fire at his enemies. While passing most of molten rocks and even river of lava, he was unaware that the giant rock is moving and turning towards him.

Sensing danger coming from behind, Rook quickly jumped and evaded the surprise attack at once. He turned and faced to the front. He found a Crabdozer, who is has Triceratops-like face with the body of Ankylosaurus-like with molten lava body shape and has strong armored legs and the front has the bigger shield-like pincers. It gave a loud screech.

Rook gulped, "Oh no. Albedo must have given Crabdozer an upgrade. And whatever the ability he has-!" Crabdozer spilled out molten lava ta him. He quickly moved away from the attack. He hissed, "Might be disadvantage for me!"

Ultimate Crabdozer roared out loud as he began to give chase. And all Rook can do is run for his life while firing his Proto-Tool Blaster at it. The creature was immune to the blasts and continued charging, ramming and destroying anything that stand in its way. And at the same time, he spilled out the molten lava at him, which he barely and narrowly escape it. However, Rook was sweating and exhausting from running and feeling the heat getting to him.

Reaching its target, Ultimate Crabdozer swung its pincer at Rook straight at the large rock. He was wounded and injured by the attack. It approached to Rook as it prepared to finish him off. Rook grunted while looking at the creature's getting close to him.

"What can I do to defeat it?" Rook asked in concern, "It has no weakness except... That's it!"

Ultimate Crabdozer gave the loud roar as it charged straight at Rook, who quickly activated and used his Powered Gauntlet to hold and push him for the moment. He then slammed a powerful punch to knock him off. He then quickly fired a net from his gauntlet in trapping and holding the Pyronite's Predator against the rock. He quickly make the escape. Unfortunately, the net doesn't hold him long due to him spilling some molten lava on it, weakening the energy net and breaking himself free.

Rook ran as fast as he can while scouring and keeping his eyes at the surroundings as if he was searching for something. He came across to a mountain of boulders was covered by steam.

**_ROAR! _**Rook was alerted by the roar. Instead of worrying and scared, he remained calm and collective as he armed himself with Proto-Tool's Customized Bow. He began releasing the energized arrows while listened carefully yo the creature's sound and movement. As expected, he did hit it or something that alerted Ultimate Crabdozer turned and charged straight at him.

At the right moment, Rook fired his grappling hook at the tower of rocks that pulled him away from the location while allowing Ultimate Crabdozer knocked at the large mountain of rocks. In midair, Rook turned and fired his Proto-Tool's Pod Launcher at the top of rocks. With them destroyed, the stream of water poured upon Ultimate Crabdozer, weakening and wetting him until he was soaked in water. He cried in pain and frantically.

As soon as Rook landed on the ground, Rook witnessed Ultimate Crabdozer struggled to escape the lake of water.

"Mission accomplished! Must find Ben and others!" Rook exclaimed in relief as he headed off at once.

* * *

Panicked and feared, Tetrax ran as fast as he can, across the landscape of makeshift shards-like, diamonds and jewelries. He was being chased and hunted down by his predator, Shattergeode, which is now bigger darker grayish-blue colored Godzilla-like with his reptilian head with devil horns-like, large diamond-like on both shoulders, smaller arms, giant legs and has long tail with giant armored mace.

Its horn and diamond-like shoulders glowed darkly, Ultimate Shattergeode unleashed and fired energized powerful beam at the ground, causing the earthquake and shattering most of diamonds. Tetrax barely dodge and evade the attack. He panted and breathed heavily while hiding behind the walls of shards.

"Damn it. It's not good," Tetrax exclaimed in concern. He found Ultimate Shattergeode was readying another powerful beam to attack. He yelped, "Gotta move out now!"

As Tetrax just left his hideout, Ultimate Shattergeode unleashed its Power Beam at the area. He yelped as he was thrown straight at the walls of shards hard. The predator approached as it was swung and readied its mace to attack. Tetrax quickly took some bits from his shoulder pads as he threw them like boomerang at its eyes, blinding it for the moment. He then armed and fired his blasters at it as much as he can. Immune to the attacks, Ultimate Shattergeode swung and slammed his paws straight at Tetrax straight at the large pit.

Tetrax groaned, "Damn it. I won't able to take it down. He's too big and strong. If I blast at him, I'd be dead. If I tried to fight him, I'd be dead as well. Gotta trap him somehow..." He noticed something about the pits he came across. He felt sticky and dirty on his body. He gasped, "That's it!"

Tetrax got out from the pit of tar. Seeing Ultimate Shattergeode is recovering from his blindness, Tetrax fired his Gatling Shards, getting its attention to him. He continued firing his shard at it. The Antrosapien roared in anger as it charged straight at him. At that moment, he jumped off while allowing his giant predator to step on large pit of tar.

Angered and frustrated with his left foot trapped, the Ultimate Shattergeode roared out loud and struggled to get out, causing itself to fell and stuck to the pit of tar. Roaring wildly and angrily, Ultimate Shattergeode is now trapped by the pit of tars.

Tetrax sighed in relief, "Finally, got rid of stupid predator. Gotta find others now."

Tetrax ran off to the corridor, heading off to find and regroup with his teammates.

* * *

Passing through some corridors across the maze, Armorstrike arrived at the large hall of darkness. Feeling Ship shuttered her armor suit, she can't help but feel the agreement with her pet. She armed with her blasters and also activated her helmet's headlights to shine on the area. While remaining vigilant, she walked and searched in the chamber.

So far, there was no sign of Khyber or his accomplices. Armorstrike couldn't help but shake the feeling that she's been watching and stalking by someone or something. She also felt the floor was slippery and wet as well. She even hear some hissing and snarling. Recognizing of the feeling, she became nervous and worried as she knew what she's dealing with. She slowly turned to her back as she found Serpent-Eel, who is much more demonically and scarier large serpentine-like nine heads with sharp fangs wearing helmet coming out from the ground. They all screeched out at her.

"Why does it have to be snakes?!" Armorstrike asked frantically and fearfully.

Armorstrike panicked and ran off as the nine headed Ultimate Serpent-Eels slithered and chased after her at once. They all tried to take a bite on her, alerting her to fire her blasters at them, though some got blinded and hit by the blasts. She quickly activated her jetpack and flew off to the sky. Unfortunately for her, they all followed her at once.

The nine-headed Ultimate Serpent-Eel charged and tried to take a bite on Armorstrike, who dodged and evaded the attacks as fast as she can. They even fired the Hydro-Beam at her, so she can eat her alive. As she dodged and evaded the attacks, she swung her twin greenish glowing katanas in cutting the heads off. The more heads she cut, the more they regenerated and regrew five more heads. Eventually, Ultimate Serpent-Eel has grown into 100 of them now.

Armorstrike yelped, "What was I thinking about cutting off their heads?!"

And just before Armorstrike could do anything, there was one headed of Ultimate Serpent-Eel slithered up and giving a powerful headbutt on her guts, causing her to fell on the horde of 100 headed Ultimate Serpent-Eels. Landed and bounced a bit, she grunted a bit while sliding down the serpent's long neck, heading straight to its head. If she tried to cut off their heads, they will grow more of them again. All she has to do is avoid getting eaten alive.

Heading towards the first head of Ultimate Serpent-Eel, it opened its jaws and ready to eat her alive. Another head pounced and readied to eat her whole alive. She quickly jumped off and landed on another long neck. She turned and found five more charged and chased after her. She ran off at once, heading towards the end of long neck, where another head was ready to eat. Luckily for her, she jumped off it while letting five of them rammed and knocked another head painfully. She quickly climbed up as fast as she can. As she was climbing, she felt her leg being dragged and pulled out. She found another head has grabbed her and readied to gobble her up. Two heads rammed on the head hard, freeing her to activate the jetpack. She noticed some of them were hissing and snarling at each other.

"Talk about multiple personality problem..." Armorstrike commented amusingly. She gasped, "I got it. But I really hate to be snake's food."

Armorstrike flew toward the first head as she gave a punch on its eye, making it to chase after her. She come across three heads, who were charging after her. She dived down, allowing the first one to ram and knock them off. They all grumbled and snarled at each other. She did the same thing to other heads as well such as insulting and making faces, blasted, punching, kicking and giving them some cuts on their heads, eyes and noses. This caused most of the heads to chase after her. Eventually she dodged and evaded the attacks, and allowed them to bump on each other as well as tangled and coiled tightly. Most of Ultimate Serpent-Eel's heads have gotten into a heated argument and fighting with each other wildly and angrily.

And just before she could escape, the last head pounced and taken a whole of Armorstrike into its mouth. He then gobbled and swallowed her down into long neck, heading straight to the stomach. The last head of Ultimate Serpent-Eel sighed happily before licked its mouth happily.

Suddenly, Ultimate Serpent-Eel's Last Head yelped while looking shock and pain, he looked down and found his stomach was wobbling and shaking wildly and crazily. He groaned in pain and sick as he vomit Armorstrike with some greenish slime on the slithering long necks hard. The last head dropped and fell to the ground.

Armorstrike coughed heavily while looking at herself as she was covered by greenish slime and acids. She groaned while stuttered, "I really hate snakes. One thing I hate the most is getting eaten alive! Gotta get out of here now."

Seeing Ultimate Serpent-Eel's heads were arguing and fighting with each other, Armorstrike activated her jetpack and flew off at once.

* * *

Eye-Guy yelped in pain as he was thrown straight into the pile of snow. He grunted in pain as he emerged out and found Ultimate Hypnotick, who is now covered in a crimson blazing form with larger wings and its mouth was much more scarier and sharped mandibles. It activated its wings to hypnotize, forcing the Eye-Guy to close his eyes at once but also allowed him to breathe and fire its blazing and freezing beams, which blasted him off.

Eye-Guy hit his Omnitrix as he transformed into XLR8 and ran passed Ultimate Hypnotick. It transformed into Speedysaurus, a large Dilophosaurus-like creature with larger and sharper frills on both sides, has shorter claws, large legs with larger wings and sharper spikes on its back. It screeched out at it chased after XLR8. No matter where he goes, the creature managed to catch up and blocked his escape route. It even tried to fire multiple spits at him, who barely dodge and evade the attacks. He did the only thing to escape his predicament. He charged straight at the Ultimate Speedysaurus, who also charged straight at him.

At that moment, XLR8 hit his Omnitrix as he transformed into Humungousaur, who swung and slam his fist fist at the Ultimate Speedysaurus off. It then transformed into Ultimate Tyrannopede, an armored Tyrannosaurus Rex-like that has large skull-like with twin horns-like blaster on its front, large six mantis arms-like with claws, spider-like legs and tail is scorpion-like. Ultimate Tyrannopede roared out wildly as he charged and went rampage at Humungousaur, who struggled to deflect and dodge the attacks as well as punching back at it. It even swung its scorpion tail-like at him off, giving a scar on his leg. He fired its web to cocoon him up. He took a whole bite of him in his jaws.

While Ultimate Tyrannopede violently eating the cocoon up, he got his jaws exploded. He grunted in pain before falling down hard. It revealed Bomb Weevil, who is making very larger goo ball-like and ready to attack. Ultimate Tyrannopede transformed into Ultimate Terroranchula, who is now hairy humanoid that has four pincers-like hands and spider-like body with four legs. Bomb Weevil screamed frantically as he quickly kicked and thrown the explosive bombs at it. It swung its electrical pincers for neutralizing and destroying the bombs while firing and shooting some electrical webs from his jaws. Bomb Weevil yelped as he struggled and dodged the attacks as quickly and swiftly as he can while launching the explosive goos at it, who blocked and neutralized the attacks. Closed to his targets, he fired the web to trap Bomb Weevil to the ground. Terroranchula approached and readied to finish him off.

Managed to hit his Omnitrix, he transformed into Swampfire to break himself free. He threw coupe of seed before the Ultimate Terronchula. It unleashed the large tentacles-like weeds in grabbing and coiling him up. It screeched out loud and pain. It transformed into Ultimate Scorpodrake, who has now two heads and middle was much more mechanical and demonic with larger bat-like giant wings and small wings, two lobster's claws-like, and three scorpion tails-like. It then gave the loud screech at him. Both Swampfire and Ultimate Scorpodrake unleashed powerful flamethrower at each other. Unfortunately for him, three headed dragons combined and fired their flamethrowers to knock him out. It rammed and slammed him against the large hill of snows before swung his claws, injuring and wounding him a lot. He then swung his tail off to the tree's trunk hard.

Swampfire grunted while recovered from the attacks, "Damn it. Any alien I tried to turn, it will follow and turn into any predators. Gotta be an easy way to beat it, unless I make it lose its powers." He gasped, "That's it. Here goes nothing."

Swampfire hit his Omnitrix as he turned into Cannonbolt. Ultimate Scorpodrake followed him as he transformed into Cobrantulas. Just before he could turn into Ultimate, Ben began hitting his Omnitrix as he randomly transform into various alien forms, followed by Khyber's Hound, who did the same thing.

Both of them continued transforming into various alien forms until they both ran out of battery and energy. They both returned to Ben and Khyber's Hound.

"Knew it!" Ben exclaimed amusingly. Khyber's Hound snarled a bit. He make some funny faces at it, "Come on, puppy! Give your best shot!"

Khyber's Hound snarled as it charged straight at Ben. As it jumped and pounced on him, he rolled over to the front while the alienated crimson dog dived straight into the frozen lake, drowning himself into it.

Ben sighed, "That was close." He turned and looked at his Omnitrix, which has low battery. He groaned a bit, "Well, so much for ready for the big fight. It will take some time. Gotta find others now."

Ben headed off at once to another area, finding his other friends.

* * *

Since the separation from the entrance, Team Ben members have arrived and regrouped at the end of the maze. They all chattered and cheered happily, and even hugged each other that they're alive. To their surprise and shock, they felt disgustingly sticky from Armorstrike's. They departed and looked at her in shock.

Armrostrike groaned, "Don't ask."

"Bravo... You have made it..." Khyber's voice said amusingly.

Team Ben turned and faced to the front, where they found the hunter sitting on his chair while Grandpa Max was chained to the wall. To their shock and concern, they found his right arm was badly injured and bleeding out. He groaned and grunted in pain, feeling the pain from his loss of arm.

"Grandpa, no!" Ben exclaimed in concern. He turned and glared at Khyber, "What the hell did you do to him?!"

Khyber chuckled a bit, "It was not my fault if your grandfather refused to cooperate with me. So, he feed his right arm to my pet."

"Go to hell, hunter!" Max exclaimed in annoyance. Khyber threw the wine bottle at his face. He yelped in pain, "You asshole!"

Lucky Girl snarled angrily, "Hey! If you hurt our grandfather, then we will hit you much worse!"

"Trust me. You haven't seen the worst yet," Kevin said dryly.

Khyber chuckled, "Worst? Oh, my quarry, you're all about to face much more worst than dealing with my pets in their own Ultimate Form."

"Pets?" Rook asked in confusion while looking at his friends, who shrugged.

Khyber make a loud whistle, alerting and summoning the army of Khyber's colorful and various weaponized hounds arrived and gathered at the area. He again make another whistle, making all of them to fuse and combined them into a larger and bulky armored crimson colored hound-like with strong armed paws, spikes on his back, scary mandibles, demonically skull-like helmet and has four sharper knife-like horns. He gave the loud howl. It scared Team Ben.

"What the?! Did all the Spikeknives merged and turned into a big dog?!" Ben asked in fear.

Kevin gulped, "Looks like it..."

"Damn it... Now I remember..." Tetrax said in shock and concern, "This thing can become bigger or smaller size, and even multiply itself into a lot. That thing is the weaponized hound!"

"This is the true and ultimate form of Okho'tch S'baka!" Khyber declared as he climbed and ride on his giant hound's back. He chuckled amusingly, "He has everything he needs to fight and finish you off. Prepare for the ultimate showdown between predator and preys. Rest assure. You will not survive this game."

"That is not good..." Rook commented in fear.

"Any idea of how we can beat him?" Armorstrike asked in concern.

"Not sure. But we can do this. Watch your backs," Ben said firmly. He turned and looked at his Omnitrix, which is still in recharge mode, "Great. It's still recharging."

Tetrax armed with his shards, "Then, you'd better move it and don't get killed. Everyone take that hound down now!"

As ordered, the rest of Team Ben charged straight at Ultimate Spikeknife while Ben takes cover on the large crate for his Omnitrix to recharge. Both Armorstrike and Lucky Girl fired their blasters and Turbo Magical Blasts at Ultimate Spikeknife's face. Tetrax, Kevin and Zed went to the back, where they can strike at the large armored dog's back. Both of them are armed with sharped shards as they charged and struck at the flank. But instead, the giant dog make a his tail twist and knocked them both slammed against the walls. It then unleashed powerful screech wave at both Lucky Girl and Armorstrike off.

As the Ultimate Spikeknife could charge and ram at them both, he got his tail being pulled and dragged by Tetrax, Kevin and even Zed. Unfortunately, the giant dog's tail make a whip and thrown them off to the front as he launched and fire spider web at them straight to the wall. He turned and launched the tongue tentacles-like at both Lucky Girl and Armrostrike, dragging and pulling them straight into his mouth. Luckily, she managed to teleport herself and her friend out towards their friends' location, where they helped freed him from the web. They turned and found Ultimate Spikeknife jumped and pounced on them. She teleported herself and her team out and away from it. Tetrax fired his shards and Kevin grabbed thrown the giant boulder at the creature's flank, which got injured and angered to turn and chase after them.

As Lucky Girl summoned the barrier to protect herself and her team, Ultimate Spikeknife pounced and rammed them off to the ground. He snarled and glared at Team Ben. He got his face hit by a giant rock. He turned and found Gravattacks levitated and readied to throw some rocks at it for few times. Angered and annoyed by the attacks, Ultimate Spikeknife turned its attention and charged straight to knock him off. Gravattack transformed into Spidermonkey as he swing around and around while firing the webs on the creature. Immune to the attacks, he unleashed and fired blazing flames at him. He howled fearfully as he dropped down and run as fast as he can. He then hits his Omnitrix as he transformed into XLR8 to run. It then chased after him in high speed.

No matter where XLR8 goes, Ultimate Spikeknife managed to catch up to him as he swung his paws at him off. He transformed into Humungousaur, who roared angrily as he charged and held off the giant wolf-like, who held and pushed the Vaxasaurian back. Both of them are equally strong, and none of them have make a budge. Unfortunately Spikeknife unleashed powerful electrical shocks on him before firing a powerful beam in blasting him off. And just before he could do anything, it charged and rammed him straight against the walls.

As Humungousaur recovered and struggled to get up, Ultimate Spikeknife approached to finish his prey up. But instead, Team Ben attacked the giant monster from behind. He turned and attacked them head on. They attacked him fiercely and determinedly to give him more time.

Humungousaur grunted in pain while looking at the battlefield. He snarled, "That thing is strong, fast and smart. I've gotta find a way to defeat him. An alien that doesn't have the predator. Who? And how?" He gasped, "Of course! Why didn't I think about it?! Here goes nothing!"

With the slam of his Omnitrix, Humungousaur transformed into Atomix. He armed himself for a big fight with Ultimate Spikeknife, who has managed to fight and defeat all of Team Five. With tentacles to grab and hold Tetrax high, it snarled at him.

Khyber snarled, "Give it up, old friend. You don't stand a chance against my predator! You've lost!"

Tetrax grunted while spilled some shards out, "We weren't planning to fight. We were buying time."

Khyber looked shock and concern. He turned and found Atomix charged and slammed a punch at Ultimate Spikeknife's face, pushing it away from him. The giant hound was about to attack again but Atomix dodge and evade the attacks while slammed some couple of punches at it for few times. He even unleashed the**_ Big Bang Nuclear Punches_** on him for few times. He then unleashed **_Hyper Atomic Beam_** in blasting and knocking the hound off and even Khyber himself as well.

Atomix approached and stood before both Khyber and Ultimate Spikeknife. The latter whined fearfully and frantically to back off, making its hunter annoyed and angered.

"Useless hound! Stop hiding and attack him now! That's an order!" Khyber snapped in anger. Ultimate Spikeknife turned to glare and snarl at him. He yelped in shock, "W-What are you doing?! Stay back! I am your master! You have no right to attack me! Stand down now!"

Ultimate Spikeknife gave another howl, scaring Khyber off. The hunter screamed in fear and ran off for his life while the creature chased and hunted him down at once. With them both distracted, Team Ben approached and helped Grandpa Max. Tetrax cut off the chain while Kevin and Rook helped bring him down.

"Grandfather, are you alright?" Atomix asked calmly.

Grandpa Max grunted a bit, "A bit of pain, but I'm alright."

"Damn it... Can't believe you survive the alien bite," Tetrax said in shock.

Grandpa Max chuckled a bit, "Neither do I..."

**_SCREAMED! _**Team Ben turned and found Ultimate Spikeknife has tear out the legs and even a whole left hand with the rhino skull-like from Khyber, who was screaming and pleading for help and mercy. And just before the giant hound could finish him off. Atomix approached and gave the powerful Big Bang Nuclear Punch in knocking him out. He took the Nemetrix out as he unleashed his **_Meltdown Power_**, melting and destroying it into pieces.

Khyber quivered in fear, "M-Mercy! Mercy!"

Atomix scoffed a bit as he took mechanical handcuffs out and placed it on Khyber's hands, "You are lucky that I did not cross the line. In fact, you are under arrest for not only kidnapping my grandfather, but also threatening and almost killing my friends and me."

* * *

Team Ben and Grandpa Max returned to Plumber Headquarter. Khyber was sent to the infirmary for surgery on the losses of his legs and right hand before sending off to the prison. Grandpa Max was in the surgical operation room, where doctors and nurses did their best to heal his injury especially the wounded right arm. Team Ben waited and hoped that he was alright.

For almost 24 hours have passed, the operation was a success. Team Ben have gathered at the patient room, where Grandpa Max was resting on the bed. He has now gained the advanced mechanical right arm now.

"How are you feeling, Grandpa?" Ben asked.

Grandpa Max sighed while looking at his right arm, "Lousy, but I survive the worst. I'll be fine."

"We're so sorry for not coming to you soon, grandpa," Gwen apologized.

Ben sighed, "We should have done something to prevent you get this."

Kevin nodded, "If we had, Khyber would get some serious beat down from us, instead of his pet chewing him up."

"Well, at least, we have defeated and captured Khyber for good. And of course, we have destroyed the Nemetrix for good," Rook commented happily, "It should be good enough."

"Still... No sign of Malware or his accomplices," Ben said in concern.

Tetrax hummed in concern, "Yes. I highly doubt that Khyber would able to talk with us about their whereabouts either since he got himself some near-death experience."

Julie looked worry and concern to ask, "So, you don't suppose that-!"

"Guys! Bad news!" Helen shouted in fear as she arrived and entered the patient room. She exclaimed in concern, "We've just received word that Galvan Prime has been overrun and taken over by the army of Red Mechamorphs! Dr. Psychobos and Albedo are leading them! Azmuth has been captured too!"

Team Ben and even Grandpa Max gasped in shock and concern as they realized that their fighting with Khyber and his hound was nothing more than distraction, allowing Dr. Psychobos and Albedo to invade and conquer the Galvan Prime. Now, what must they do now?

_To be Continued..._

_Review and Suggest..._

**Main Casts:**  
Johnny Yong Bosh: Ben Tennyson  
Kelly Hu: Julie Yamamoto/Armorstrike, Ship,  
Bumper Robinson: Rook Blonko, Bomb Weevil  
Dave Fennoy: Tetrax Shard  
Ashley Johnson: Gwen Tennyson  
Greg Cipes: Kevin Levin  
David Kaye: Khyber, Gravattack

**Minor Casts:**  
Paul Eiding: Max Tennyson, Zed  
Kirk Thornton: Malware  
Johnathon Freeman: Dr. Psychobos  
Lex Lang: Albedo (Galvan)  
Juliet Landau: Helen Wheels  
Dee Bradley Baker: Big Chill, Eye Guy, Swampfire, Spidermonkey  
Jim Ward: XLR8  
Fred Tatesciore: Humungousaur  
Christopher Sabat: Atomix


	12. EP 12: Ultimate Showdown (II)

**Episode 12: Ultimate Showdown (II)**

After receiving the news of Galvan Prime being taken over by Albedo and Dr. Psychobos, Team Ben geared themselves up for their next mission. They have boarded on the newly Rustbucket III, which is now an eagle-like spaceship with twin sharp cannons-like on the front, two jet turbo boosters on each side of wings and a missile launcher on the middle. They have now launched into outer space via using Hyperspace Drive Speed.

Rustbucket III was flying and passing by some planets. They're getting closer to Galvan Prime. Kevin and Rook were piloting the ship. Gwen was using her magic to seek out and contact Azmuth or any of their allies at Galvan Prime. Tetrax checked and loaded all of their weapons. Julie was playing with Ship, killing their boredom. Ben was talking to his grandfather from the screen.

"Sorry that we have to bail and launch out, grandpa," Ben apologized.

Grandpa Max sighed, _"It's alright, Ben. I understand. Mission comes first. We'll join you very soon. Just need to make some last preparation."_

"Got it, Grandpa." Ben nodded before looked worry, "But I'm not sure that you should be active on your duty when you just got your right hand operated."

Grandpa Max chuckled a bit, _"Don't worry about me, kiddo. I've faced worse situation than this. I'll be fine. Focus on the mission. Stop Malware and his accomplices."_

"Wilco, Grandpa," Ben nodded. With the screen turned off, he turned and approached to the pilots. He asked, "Are we getting there?"

"Almost, Tennyson." Kevin said firmly, "Still, we've got issues. Albedo and Dr. Psychobos got control of the planet. No way they would let us in easily."

Rook nodded in agreement, "Kevin's right. They're expecting us. They could be setting traps for us. We must proceed with cautious and alert."

"Most of the mission we go will always be traps," Ben said firmly, "I'm sure we can handle it. No biggie."

"I hope so, Ben. Think that Malware's there?" Julie asked fearfully.

"He has to be. He's still after Azmuth. He wants to kill him personally." Ben said seriously. He turned to Gwen, who just got up from the floor. He asked, "Anything?"

Gwen sighed, "I sensed them. They're all still alive. They're in prison cells. But for Azmuth, I couldn't sense and find him. Something have blocked me from searching and reaching him. They're definitely holding and hiding him somewhere in capital city."

"Then, we'd better get there soon. They're gonna kill him soon," Ben said seriously.

"We will, Ben. Just remember not to let emotion getting in the way," Tetrax said seriously. He turned and looked at Julie, "Julie, when you see Malware, move away from him. I feared that he wanted to make you as his host since Viral failed the mission. And keep your Ship safe."

Julie nodded, "Got it."

Heard the beeping noise, Kevin pressed some buttons while holding the pilot controller, "Entering the Galvan System now. Buckle up. It's gonna be bumpy ride."

Exiting out from the Hyperspace Drive Speed, Rustbucket III has arrived at Galvan Prime, where they encountered some large scary blackish armored rounded flagship with red circuits, and some small jet fighters. All of them were standing by and readying to strike. Team Ben looked shock and worry of what they just saw.

"Oh shit..." Kevin cursed in shock.

**_BOOM!_** Couple of Armored Mechamorph Flagships unleashed the barrage of powerful cannon blasts and turret's laser beams at Rustbucket-III. More of jet fighters also joined in the space battle as well.

"Kevin!" Ben called.

"Working on it!" Kevin snapped firmly, "Man the turrets while Rook and I try to dodge the dogfight!"

Tetrax nodded firmly, "On it! Ben, think Gravattack can help?"

Ben smirked as he activated his Omnitrix, "No problemo!"

Kevin and Rook were piloting the ship for dodging and evading the dogfight, and at the same time, also firing back at the enemy fighters. Tetrax, Armorstrike and Gwen manned the turrets in firing the enemies coming from the sides. Ben has transformed into Gravattack as he controlled and throwing jet fighters, its laser beams and missiles back at each other and even couple of flagships. They have to breach the blockade and enter Galvan Prime as soon as they can.

Despite Rustbucket III did its best to fire back at the enemy fighters while dodging and evading the attacks, it received couple of blast marks and damages on body parts, wings, turrets and even engine boosters. Unfortunately, some of Red Mechamorphs have landed on the ship as they tried to breach and enter the ship or even tried to merge together with it.

Kevin groaned, "Nobody messes with my ship! You hear me, red assholes! Get off!"

Kevin pushed the blue button, activating the defense mechanism on the Rustbucket-III, electrifying and shocking most of Red Mechamorphs. Most of them were paralyzed and shocked before fell off from the ship.

Rustbucket-III continued flying and engaging the dogfight with the army of Red Mechamorph Flagships and its fighters. Despite the effort, it has been overwhelmed by large numbers and its firepower, and also unable to breach the blockade. Gravattack struggled of controlling and slamming some flagships crashing and destroying each other. He became exhausted and tired as he turned back to Ben.

"Damn it! There're too many of them!" Kevin snapped in concern.

Feeling the blast hitting on the back of ship, Rook grunted, "At this rate, we will not able to breach the blockade! It's impossible!"

Ben breathed heavily, "I'm open to any suggestion. So, how the heck we get in?"

"Better be quick! One big flagship coming to our way!" Julie exclaimed in concern.

Team Ben looked up and found the Red Mechamorph Flagship was heading towards them. And just before it could fire its cannons at Rustbucket-III, a familiar giant humanoid stag beetle-like appeared out of nowhere and attacked the command bridge. It screeched out loud while tearing Red Mechamorphs apart and even eat them.

"What the heck-?!" Kevin asked in shock, "That can't be Khyber's, right? We destroyed the Nemetrix."

Rook nodded, "Agreed... Unless-?!"

_"Looks like I've just come in the right time, pals!" _A familiar voice exclaimed when the screen appeared in front of Team Ben.

"No way! John!" Ben exclaimed in surprise.

Kevin groaned, "Should have know. The Alien Animal Lover..."

Gwen was surprise to ask, "John, how did you-?!"

_"A friend of mine pick up the signal from outside. Had the feeling that reinforcement is coming,"_ John said in relief, _"Alright, I'll help and guide you to our hidden base. Just follow my lead!"_

"Where's your ship?" Tetrax asked firmly.

John snickered a bit, "You're looking at him."

While thinking of what John has said, Team Ben gave some thoughts and realized of what he meant. They looked and found a small figure riding Kuwaga's back as his predator is tearing the ship apart. John, in his spacesuit, waved at his friends.

"Okay. That guy's crazy," Kevin commented in surprise.

"Follow him, guys! We've gotta get inside Galvan now!" Ben said seriously.

Kevin nodded, "On it! Buckle up now!"

As soon as everyone gotten their seats and buckle up, Kevin and Rook piloted Rustbucket-III in following after Kuwaga, who just finished and destroyed the flagship. The stag beetle predator-like flew off while attacking and damaging most of the flagships and its fighters. Rustbucket-III is following him from behind.

They have defeated and passed two to three flagships, both Kuwaga and Rustbucket-III came across to a large flagship as it was getting close and about to ram them. John turned the dial before hitting his Wildtrix, turning Kuwaga into Hypnotick. The giant moth-like predator landed and holding on the jet fighter. Both of them have turned into intangible, entering and passing through the large Red Mechamorph Flagship.

After escaping the large flagship, Hypnotick returned to tangible and flew off. Rustbucket III went after the giant moth-like predator. They all headed straight to the Galvan Prime, where John is leading them straight to the hidden base now.

* * *

After managed to evade the army of Red Mechamorph Fighters patrolling and guarding cities and villages, both Hypnotick and Rustbucket III have arrived and entered at the rural cavern, where they landed on the area. Team Ben climbed down from the spacecraft while John jumped off and his alien partner transform back to Panuncian.

Team Ben then heard some loud footstep. They turned and looked up as they found a familiar girl in 17-years-old worn a white jumpsuit with black stripes, black short skirt, long black gloves and black leggings arrived at the scene, along with Myaxx, some Galvans and greenish Mechamorphs.

"Ben! Gwen! Kevin!" Eunice greeted happily as she approached and gave three of them a warm hug. Departed from hugging, she smiled, "It's great to see you all here."

"It's good to see you too. Glad that you're alright," Ben said in relief. Sensing disturbance from his back, he slowly turned and found Julie was on his back. She was snarling and glaring at him. He yelped in fear, "Just a friendly hug, not girlfriend! Honest! She's a friend!"

Gwen nodded in confirmation, "Don't worry, Julie. Eunice is a friend of ours and works for Azmuth as his assistant. Plus, she and Ben are in no relationship."

Julie scoffed in unconvinced tone while glaring at Ben, "You'd better coz I'm watching you, Tennyson."

"Ooh. Burn, Tennyson." Kevin remarked playfully.

Ben groaned, "Shut up..."

"Nice of you all dropping by including Goatee," Myaxx commented calmly, annoying Tetrax a bit. SHe hummed in concern, "Don't tell me that they're sending a squadron only?"

"Sorry, Myaxx. Grandpa Max was recovering from Spikehound's attack. But don't worry, he and others will come soon," Ben said calmly.

Myaxx grunted, "Great. We could really use a lot of help if we wanna retake back Galvan form Albedo and Dr. Psychobos."

"Can you explain on how did they managed to infiltrate and conquer Galvan in one day?" Rook asked in concern.

Ben nodded, "That's a good question. No way Azmuth could have let them in. Is he alright? Is he here?"

"No. Azmuth is not here. He was captured and held in prison." Myaxx answered bluntly, shocking Team Ben. She sighed, "Follow us."

Myaxx, Eunice, John and Leo the Panuncian led and guided Team Ben into the cave, where they found the large numbers of Galvans and Mechamorphs, about 6,000 of them, were sitting quietly, chatting with each other and even working and training on blasters and combats for their upcoming battle. They all arrived at the campfire, where they took their seat and discuss about the situation.

Eunice sighed as she explained and recalled the event, "Yesterday, I just got back from Primus and make a report to Azmuth about the progress, along with my perverted partner of mine..."

"Hey! I resent that!" John protested in frustration while crossed his arms, "I was flirting with you. Nothing's wrong of asking a girl for a date..."

Myaxx scoffed, "By hitting her backside? That wouldn't be nice of you, genius."

"Hey! Privacy, you know!" John snapped in annoyance.

"As I was saying, we met up with Azmuth at the museum for reporting about our progress. Albedo and Dr. Psychobos appeared and ambushed us." Eunice explained firmly, "Myaxx was about to get the security until the large fleet of Red Mechamorphs appeared and invaded both Galvan Prime and the moon. We were caught unprepared, and this planet was conquered."

Myaxx nodded, "Yeah. Azmuth managed to teleport us to this hidden base. He instructed us to recuse and gather as many Galvans and Mechamoprhs, and tried to contact either Team Ben or Plumbers for reinforcement, so we can go back and deal with them. Looks like we get one squadron instead."

"Sorry..." Tetrax apologized, "Still how the heck did they infiltrate and get inside the planet?"

"That's what I would like to know," Eunice agreed in concern. She gave her suspicious looks at John, "I have the feeling that you're behind this."

John groaned, "Hey! I don't work for psychopathic assholes. I don't even know them either except Khyber! I care and protect life forms from Earth and other planets."

Rook gave some thoughts before realized something, "I believe that I might have the answer. Do you remember the attack on Olde Bellwood Festival?" Team Ben nodded a bit. He continued, "While we were distracted by Albedo and Khyber, Malware was retrieving and downloading some information from my truck. And I believe it is the memory core. It contains the information of Plumbers and the allies including Galvan Prime's."

"And I'm guessing he used that information to deactivate the security system," Kevin commented.

Rook nodded, "Yes, I believe so. They took the advantage of both infiltration and invasion on Galvan Prime and its moon. And now Azmuth is their prisoner."

"They're gonna kill him now," Ben said in concern.

"Not yet, Ben," Eunice disagreed, surprising the group. She continued, "I managed to infiltrate the capital city for gathering information or tried to rescue Azmuth, I overheard the commotion from some of Red Mechamorphs. Albedo and Dr. Psychobos are planning to extract and use Azmuth's brain for themselves."

"That is disgusting..." Julie and Gwen remarked in disgust.

"No. Not literally taking his brain out, but merely download and transferring knowledge and information into their mind," Myaxx explained seriously, "They're using the Mind Extractor. That kind of device will extract and download its intelligent side until nothing left inside his mind. And the worse is that it can be transfer to another. No telling what kind of sinister those two are up to."

"That can't be good," Julie commented in concern, "Still what do they hope to achieve with getting his brain only?"

"Probably the most dangerous and deadliest doomsday device to work on," Kevin suggested. Everyone turned and gave him the glare. He shrugged, "It could happen. I mean Azmuth did built something dangerous like Malware, Ascalon and even old Omnitrix's SDM."

"Good point," Gwen nodded in understanding, "Azmuth does kept some dark secrets and never let anyone and even his own family know about his deeds."

Eunice shook head head, "Whatever their plans is, it cannot be good. And I'm worried that Azmuth may not make it out alive from his mind being extracted out."

"Then, we've gotta rescue him," Ben exclaimed firmly, "We can't let them get away with it."

"I'm with you, Ben. But we need a plan to get inside and deal with them both for good," Rook said calmly and seriously, "No doubt that they already know we're here. I don't think that they would let us get away easily."

Julie nodded, "Yeah. We've got tons of Red Mechamoprhs ready to fire and attack us if we tried to fight back."

Myaxx sighed, "That's what worried me. We're heavily outnumbered and outmatched against them..."

Tetrax hummed thoughtfully, "I might have the plan to get inside, without alerting them both."

* * *

Inside Azmuth's Old Laboratory, both Albedo and Dr. Psychobos were working and checking on the large jar-like machinery with a chair, belt, strange armored helmet-like device called Mind Extractor. Five Red Mechamorphs were guarding the science laboratory. One of them was holding modernized fishbowl jar-like prison cell. Azmuth, beaten and weakened badly, was trapped inside the prison cell...

"We are almost done..." Albedo said calmly while connecting and attaching some wires together. He chuckled happily, "I cannot wait to extract his intelligence and all of the secrets out from his mind."

Dr. Psychobos scoffed in annoyance, "I do not see why we must do this. Let's just get over it and kill him now! And I used the term loosely..."

Albedo scoffed before thrown a screwdriver at the mutated Cerebrocrustacean's face, "That is why you could never beat Azmuth! You will always be second rated for not thinking ahead! Useless Cerebrocrustacean!"

Boiling up in his anger, Dr. Psychobos groaned as he readied his electrokinesis and electrical powers. He snarled at Albedo, "I'm warning you, fool! Do not test me!"

"Do not try to threaten or challenge me, fool. I can easily defeat you, even though you possessed the Ultimate Form."

"Fool! I do not need it to beat you because I know I can win! I will show you now!"

And just before Dr. Psychobos could do anything, Albedo transformed into Ultimate Lodestar, who is now a an armored crimson colored humanoid with his legs clenched together and has twin claws armed with metallic balls. He turned and launched the balls in hitting and knocking Dr. Psyhobos a lot. He then transformed into Ultimate Spidermonkey, who launched the web on him against the walls. He approached and slammed his fists against the walls. He roared at him.

"This is why you could never defeat me! You keep underestimating us!" Ultimate Spidermonkey snapepd angrily. He transformed back to Albedo, allowing Dr. Psychobos to drop and fell on the ground. He scoffed, "The only reason why I want to extract his mind out, so I can seek out the doomsday weapons or any useful information for me to seek out and deal with the enemies at ease. And therefore, we would not suffer some setbacks again especially finishing off Tennyson for good."

Dr. Psychobos grunted in frustration while getting up before stuttered, "I find your reason logical. And I cannot believe that I literally used the term loosely. Unbelievable." He cleared his throat, "I assumed that once we collect the information, we finish him up."

Albedo smirked while glaring at Azmuth, "Yes. We will finish him for good. And then, we're finished..."

Dr. Psychobos scoffed, "Good!"

"You're both mistaken. Albedo, you're created a copy version and trapped yourself in the human form because you arrogantly and selfishly wanted Omnitrix for yourself! As for Psychobos, I hardly care and think of our so-called 'rivalry' when I have nothing to prove but to benefit the galaxy. All you only steal everyone's ideas to make yourself better," Azmuth remarked dryly and sarcastically, "Therefore, your downfall is not my responsibility but yours alone. I've done nothing wrong."

Dr. Psychobos hissed in anger, "Don't be certain, Galvan Fool! I will prove the world that I am the greatest mind in the universe."

Azmuth scoffed, "Hardly... Only good is copying and creating a knockoff version."

"Yeah right..." Albedo remarked dryly. He turned and glared at Azmuth, "You could have given it to me because I'm a better wielder, instead of him."

"Wrong, Albedo..." Azmuth disagreed, "Ben is a better wielder than you are. He chose the right path while you desire power for yourself."

"I grow tried of this..." Albedo snarled.

Dr. Psychobos grumbled, "Agreed... And I used the term loosely! Put him into Mind Extractor! It is time to remove it from his mind!"

The Red Mechamorph took Azmuth out from prison cell. The Red Mechamorph placed and locked tightly on the First Thinker on the chair, followed by tightly putting the helmet around his head. Azmuth struggled and grumbled to escape the prison, both Albedo and Dr. Psychobos approached to the machine, preparing to activate it.

"Say goodbye to your intelligent mind, Azmuth," Albedo said amusingly.

Dr. Psychobos chuckled, "It belongs to us now..."

**_BOOM!_ **Albedo and Dr. Psychobos yelped in shock as they and their minions turned to the window, where they found explosion ignited across the capital city.

Dr. Psycohobos groaned, "Those amphibian nuisance!"

Albedo turned and glared at Red Mecharmorphs, "Go and find out of what's going on! Deal with them! Me and my partner are still working on this project."

As Red Mechamorphs nodded firmly, they all exited out of the laboratory to find out and regrouped with the rest of their forces. Both Albedo and Dr. Psychobos continued use the Mind Extractor to torture and extracting all of the information out from Azmuth's mind, so they collect it for themselves...

* * *

The army of Red Mecharmorphs are battling and engaging the remaining of Galvan-Mechamorph Resistance. Some of them are armed with various types of blasters, sniper, gatling blasters and missile launchers. Others merged with machinery such as military walkers, tanks, jet fighters and turrets. A few were using Optic Laser Beam at them.

The Galvan-Mechamorphs Resistance did their best to resist and fight back, with limited armory. They were led by Tetrax, Myaxx, John and Leo the Panuncian. While firing and blasting at them with his EMP Blaster, Tetrax armed himself with shards to engage them in combat. Myaxx, strong and swift, dodged the attacks while engaging them in both blast and combats. John was riding Leo as he transformed into Slamworm, Tyrannopede, Kuwaga, Scorpodrake and even Technoleech as they rammed and knocked most of them, though his pet often liked to eat them alive for food.

"Don't let up! Keep going!" Tetrax ordered firmly while firing his EMP Blaster at the charging Red Mechamorph, "We've gotta draw and distract them as long as we can!"

Myaxx grunted while punching and kicking them off one-by-one, "Yeah, easy to say than done! These Mechamorphs are more deadlier and dangerous than ordinary ones!" She then blasted her EMP Blaster at the creature's head, killing him at once. She smirked, "Unlike the original one, they can't come back alive for good..."

"Yeah! Still where is Malware? Thought he wanted revenge on Azmuth?"

"No idea. I'm kinda surprised that he didn't show up now. It makes me worried that he might have other plans to do."

Tetrax grunted as he swung and slashed his shards at five of Red Mechamorphs, "That worries me! Just hope that Ben and others get inside and beat those science geeks!"

"No worries! I'm sure they can handle it!" John cried while riding his Buglizard, who were clawing and defeating most of Red Mechamorphs. He cheered, "Yeehaw! I'm sure they can handle it!"

Myaxx grunted while firing her EMP Blaster at the Red Mechamorph Turret Form, "Well, hopefully, they can stop them soon! We need Azmuth to stop these guys!"

"Hopefully, soon!" Tetrax agreed before punched and knocked couple of Red Mechamoprhs off.

Tetrax and the Galvan-Mechamorph Resistance continued fiercely charging and engaging the Red Mechamorphs as long as they can.

* * *

At the restroom within the Galvan Capital Tower, something smashed through and made a large hole. Both Armodrillo and Kevin emerged out from the hole, followed by Eunice, Lucky Girl, Rook and Armorstrike. All of them grumbled and muttered in annoyance about the smell.

"When you say shortcut, I thought you meant backdoor or teleporter to get inside here, not sewer," Armorstrike complained. She groaned while wiped off some dirt and water stain off, "Bad enough that I have to handle with Serpent-Eel's drooling and stomach."

Lucky Girl groaned in disgust, "Yuck. I don't think I would like to know you handle that monster."

Eunice looked nervous and embarrassed, "Sorry. This is the only way to get inside. Albedo and Dr. Psychobos have sealed off the entrance and even prevent us from teleporting inside. And of course, they're heavily guarded. We don't want them alerted and kill Azmuth before we get the chance."

Kevin scoffed, "I thought that would b much fun than sneaking around..."

"That is true," Rook said in understanding, "So, where to now?"

"Azmuth's Lab. Follow me now. I know the way," Eunice said seriously.

"Lead the way, Eunice," Armodrillo said firmly before hit his Omnitrix, turned into Lodestar, "We don't have much time."

Lucky Girl nodded, "Ben's right. They're gonna get Azmuth's brain soon! We need to move fast."

Eunice moved out as she led Team Ben straight to Azmuth's Laboratory while did their best to evade and avoid from getting detected and found by the patrol.

* * *

**_SCREAM!_**Azmuth screamed in pain, feeling weaken and drained, as most of information and knowledge within his mind are draining out. Both Albedo and Dr. Psychobos looked excited and happy as they can't wait to see the results and get the mind.

"I can hardly wait for this moment..." Dr. Psychobos said amusingly, "And I used the term loosely..."

Albedo smirked, "Indeed. Soon, all of this information and knowledge Azmuth has in his mind will be mine!"

"Yours?! Do you mean mine, you simpleton fool?!"

"Says to a guy who doesn't do anything right to Nemetrix to defeat Ben Tennyson. But I succeeded it. I have upgraded it into more advanced and better than your failures! Malware approve me more than you do."

Dr. Psychobos snarled angrily while readying with his electrical shocks, "I've grown tired to play this teamwork with you! I will have to dispose of you first, so I can get that knowledge!"

"Try it. You could never beat me," Albedo remarked amusingly.

**_BEEP!_** Both Albedo and Dr. Psychobos turned to the Mind Extractor, where its glass tube revealed the orb of greenish energy. They both looked at each other for the moment. They both jumped and get a grab on the orb, unfortunately, they have gotten into a tug of war over it. Both of them shouted and grumbled angrily at each other, trying to get it.

Dr. Psychobos gave some electrical shocks on Albedo, who yelled in pain and agony. He firmly transformed into Ultimate Shocksquatch, who is now a giant muscular white-grayish furred Bigfoot-like monster with giant hands and sprouting three horned-like crown on his head. While screeching in anger, Ultimate Shocksquatch unleashed his powerful electrical shock and blasted Dr. Psychobos off against the wall. The mutated mad scientist levitated large crate to throw and slam at his former ally's face to the ground. He then levitated and slammed another large mechanism in hitting against the crate on Albedo's Ultimate Form of Gimlinopithecus for ten times.

Able to hit his Omnitrix, Albedo transformed into Ultimate Rath, who roared out in anger while glaring at his former ally. Dr. Psychobos yelped in fear as he began to ran off at once. The Ultimate Appoplexian gave chase on him. Upon reaching his target, he jumped and pounced on him. He began launching couple of punches at his face for few times, wounding and injuring him a lot. Ultimate Rath took the Orb of Azmuth's Mind as he prepared to placed it on his forehead. Dr. Psychobos struggled to held off the attacks as he managed to levitate and thrown the vial of blue liquid at his face. Feeling the acid burning on his face, Ultimate Rath screamed in pain before got himself electrocuted and shocked by the attack. Dr. Psychobos threw him off while levitated and grabbed the orb.

And just before Dr. Psychobos could do anything, he was levitated and got separated from the Orb of Azmuth's Mind. He turned and found Albedo has entered into Ultimate Form of Gravattack, who is now a planet-like with twin horns, shoulder pads with three small spikes, giant bare hands with sharper spikes, and five mini version of him rotated around him. He roared in anger as he swung and slammed Dr. Psychobos on walls and couple of machinery, wounding and injuring him a lot.

Levitated the Orb on his palm, Ultimate Gravattack chuckled amusingly, "Give it up, Psychobos! You cannot defeat me! I possessed the Ultimate Powers! Nothing can defeat me!"

"Do not jest me, fool!" Dr. Psychobos snapped in anger as he unleashed full power of electrical shocks upon Ultimate Gravattack's core within his mouth, weakening him. He landed on the ground hard. He then levitated the Orb of Azmuth's Mind towards him. He stuttered, "The knowledge is mine now! And I used the term loosely..."

And just before he could get it, something or someone took the Orb of Azmuth's Mind from his grip. This alerted both Dr. Psychobos and Albedo by it. They turned to the front, where they found Team Ben stood before him. Fasttrack returned to the group while holding the Orb of Azmuth's Mind.

"Tennyson!" Albedo and Dr. Psychobos snapped in anger and frustration.

"Looks like you two really need to work on your teamwork," Fasttrack said amusingly. He turned and looked at the Orb, "What the heck is this?"

Eunice approached and looked at the Orb. When she touched it, she yelped in shock upon feeling electrical surge shocking on her hand. She gasped, "Azmuth! It's Azmuth's Mind!"

"What?!" Team Ben asked in shock and concern.

"They did it. They actually took his mind out," Gwen said in shock and concern.

"Yes, we did..." Albedo said dryly and firmly, "We would like it back now!"

Kevin scoffed, "Make us, punk!"

"I was hoping you would say that," Albedo said amusingly as his normal Galvan Form transform into his Ultimate Version, who is now a giant head with small arms and has the large brain contained by a jar with Ultimatrix on it and has mechanical armor with breathing mask. He chuckled sinisterly, "Psychobos, by our logical tactic to defeat our enemies, we must put our difference aside and defeat them for good."

Dr. Psychobos groaned in annoyance, "For once, I agreed. But once we have dealt with them for good, we shall resume to take that Orb for good.:

"Agreed..." Ultimate Albedo agreed calmly, "Perhaps, it is time for you to gain new form."

"Indeed it is," Dr. Psychobos agreed. He took a small vial of crimson energy power. He injected it against on his claw, making him yelped in pain and shock. He began the transformation. He transformed into a giant lobster-like alien with larger brain contained by jar, armed with a pair of large armored claws, small claws on the chest and three pairs of large legs. He chuckled amusingly, "Behold! The Ultimate Dr. Psychobos! And I used the term loosely!"

Fasttrack groaned, "Just what we need. Two Ultimate Brainic... This is gonna be pain to our ass!"

"Divide and conquer!" Gwen suggested firmly as she entered the form of Lucky Girl, "Ben, Kevin and I will deal with Albedo. The rest of you take down Dr. Psychobos now! We've gotta keep the Orb away from them!"

"Right!" Everyone nodded in agreement.

Team Ben split into two teams. Fasttrack, Lucky Girl and Kevin's Metallic Armor charged and engaged Ultimate Albedo, who unleashed powerful energy beam from his mind at them. They all dodged and evaded the attacks. Rook, Armorstrike and Eunice are battling Ultimate Dr. Psychobos, who is analyzing and calculating the situation as he did is blocked and deflected the attacks from them.

Rook and his team distanced themselves while firing their blasters at Ultimate Dr. Psychobos, who continued playing the defense against the attacks. As he was analyzing and calculating the situation, he levitated and used the large metallic plates in block the attacks. He then unleashed and repelled them at Rook's Team, who barely dodge and evade the attacks. He jumped and engaged them, with his swinging and striking claws at them. They struggled to dodge and block the attacks as he was quick and swift to fight back.

While Rook's Team continued dodging and evading the attacks, Ultimate Dr. Psychobos activated and used his electrokinesis at Eunice, trapping and locking her in his power. She struggled to get up while holding the Orb tight to her arms. He was about to grab and take it from her. Both Rook and Armorstrike blasted at him, making him to back off while using his large claws to block the attacks. While continued shooting at him, Armrostrike moved to left side and Rook head to the right as they both charged and about to attack. And just before they could land a punch, they got grabbed by a smaller arms. While struggling to escape, Ultimate Dr. Psychobos unleashed the electrical shocks on them both. He then threw them both at Eunice to the ground, making her to drop the Orb down.

"Yes! Yes! Yes!" Ultimate Dr. Psychobos exclaimed happily as he approached and grabbed the Orb of Azmuth's Mind! He chuckled, "At last! It's mine now! And I used the term-!"

Eunice fired the blasted the sticky goo at his face. Ultimate Dr. Psychobos yelped in shock and annoyance as he struggled to levitate and removed it from his face. As Rook armed and readied with his Proto-Tool's Pod Launcher, Armorstrike approached and gave it an upgrade into more advanced and stronger. He blasted it at Ultimate Dr. Psychobos off while he dropped the Orb to the ground. Rook quickly grab and get the hold on it.

"Got it!" Rook called out. He got slammed straight back at Eunice and Julie. Ultimate Dr. Psychobos grumbled angrily and annoyance as h approached to the Orb of Azmuth's Mind.

"Your resistance and persistence has grown nuisance and irritated as usual!" Ultimate Dr. Psychobos snapped angrily as he held and glared at the Orb, "Now, the knowledge and information is mine now! No one especially this filthy Galvan can defeat me! I can finally prove that Cerebrocrustaceans are the smartest aliens in this known universe!"

"How can we defeat him?" Rook asked in concern.

"I'm open to suggestion," Armorstrike asked. She turned to Eunice, "Please, tell me that you have one. Like shutting his brain down or overload him or something."

"Overload?" Eunice asked in surprise before gasped, "Armorstrike, I have the idea. I need you to keep him busy."

Armorstrike nodded, "Alright. Whatever you have in mind, make it quick. I have the feeling that Psychobos is predicting us to resist and fight him!"

Rook nodded, "Let's give everything we've got!"

Rook and Armorstrike armed themselves with their blasters. They both charged and blasted at  
Ultimate Dr. Psychobos, who is becoming annoyance and irritated by it. He swung and slammed his claws at them. They both barely dodge while firing back at him by face, claws and even back for few times. While they continued firing back at him, Ultimate Dr. Psychobos quickly brought down the ceiling on them both down. He approached and grabbed them by claws in tight grip.

"Resistance is futile! You have lost!" Ultimate Dr. Psychobos snapped in frustration. He turned and glared at Armorstrike, "Well, young one, you should have kept Viral intact. You would make a fine addition to our forces. Your form is the most beautiful and ferociously perfect creature I ever created. I enjoyed seeing you eating the victim's eyeball. It is delicious delicacy, wouldn't you say? And I used the term loosely."

Armorstrike make disgust looks, "The hell with that freak power, you second rated genius!"

"I agreed. Even with Azmuth's Intelligent Mind, you could never bested him or Galvan. You will never be the smartest alien in this universe. Everyone knows that," Rook said amusingly.

"You shall regret that insult!" Ultimate Dr. Psychobos snapped in anger as he has his small claws close to their neck, readying to finish them off. He chuckled, "Time to end this for good..."

"I couldn't agree more, Psychobos!" Eunice's voice snapped.

Just before he could do anything, Eunice jumped and landed on Ultimate Dr. Psychobos's head. She placed the a vial on her shoulders, creating Feedback's arms. Raising her hands up, she absorbed all of electricity energy into her. With them fueled up, she screamed out loud as she slammed her hands on his head, unleashing powerful electrical shocks upon him. This has not only shocked him, but also overloading and driving him crazy to scream in pain.

As he received electrical shocks in his system, Ultimate Dr. Psychobos's exploded and engulfed in black smokes. Both Rook and Armorstrike fell to the ground but saved by Eunice, with the help of Stinkfly's wings. They all landed on the ground. They then found smoke slowly dispersed and revealed weakened Dr. Psychobos on the ground, moaning and groaning in pain.

"Looks like we've overloaded his brain," Armorstrike joked with snicker, "And I used the term loosely."

Dr. Psychobos groaned, "Curse you... How dare you..."

"Thanks for the help, Eunice," Armorstrike thanked Eunice in relief, "Guess you're a good friend, not a girlfriend."

"No problem," Eunice smiled a bit but realized something, "Why would you say that I'm a girlfriend? Ben and I are friends, even though we nearly kiss since our first meeting. No offense."

"None taken. I don't blame Ben for that since we both 'broke up' for the moment," Armrostrike said calmly.

Rook grabbed and held the Orb of Azmuth's Mind, "It is good thing that we have kept his mind safe from harm..."

Ben as Fasttrack, Kevin Metal Mode and Lucky Girl armed themselves and facing off Ultimate Albedo, who was standing still and analyzing his surroundings. Fasttrack charged in at once, causing him to transformed into Ultimate Goop, a giant metallic UFO-like launched the slime on the floor, causing his nemesis to trip, fell down and slide down straight to the wall. Lucky Girl blasted her Magical Orb Blasts at him. He summoned his slime in blocking and deflecting the blasts for few times before launched to grab and swung her at Kevin Metal Mode, who barely grabbed and hold on her. He placed her down. He charged while formed his twin scythes-like in swinging and striking at Ultimate Goop, who flew around and dodge the attacks for few times. He then transformed into Ultimate Four Arms, who grabbed and slammed couple of punches at him for few times.

Fasttrack hit his Omnitrix as he turned into Echo Echo. He split himself into 30 as they unleashed sonic wave at Ultimate Four Arms, who screamed in pain while holding his fours hands on his ears and his large hands slammed on the ground, unleashing powerful quake in knocking them off. He then transformed into Ultimate Echo Echo, who summoned his flying disks in multiplying and firing his Sonic Wave at Echo Echo, who multiplied and fought back. As Ultimate Echo Echo continued fighting Echo Echo, he got swung off by Kevin's using wrecking ball with spikes for five times. Lucky Girl unleashed Adfishio Potentia in knocking and hitting him a lot. He quickly transformed into Ultimate Chromastone, who absorbed a lot of beam before unleash and blasted his full power beam in knocking both Lucky Girl and Kevin out.

Ultimate Chromastone turned and faced off Echo Echo, who just transformed into Wildvine. He threw couple of Seed Bombs to explode and knocked him off. He then launched his vines out to grab and coil him out, and even his legs thrust to the ground and coiled him up. He transformed into a Ultimate Eatle, who is now a giant mutated Rhino Beetle with large muscular arms with cannons and four legs. He chewed most of vines before unleashed three cannons in blasting Wildvine. He hit his Omnitrix into Sharksharper, who rared out loud and charged at him. Both of them engaged a fierce duel by clawing and scratching at each other, and even trying to bite each other off. Both of them are heavily wounded by serious bites and claw marks. They both transformed into Heatblast and Ultimate Swampfire as they both unleashed full power of flamethrower at each other. Both of them are matched at the firepower. Kevin touched the rubber material as he formed himself a rounded ball, allowing Lucky Girl to fire him straight and knocked Ultimate Swampfire's face, allowing Heatblast turned into Cannonbolt. Both of them bounced up and down on him for few times.

Managed to transform into Ultimate Humungousaur, he swung and slapped both Cannonbolt and Kevin off. He unleashed the barrage of missiles and laser beams at them. Lucky Girl barely summoned the barrier to block and deflect the blasts.

Ultimate Humungousaur chuckled, "Give it up! You cannot win!"

"Any idea?" Kevin asked in concern.

Lucky Girl grunted, feeling her powers weakened, "Can't hold the barrier much longer!"

"Please, give me the Atomix or Way Big to take him down," Ben pleaded as he looked through his Omnitrix's hologram. He slammed on his Omnitrix as he transformed into Grey Matter, who sighed in annoyance, "How is the smartest alien beat him?!"

"Well, you'd better think quickly now!" Kevin said firmly.

Grey Matter turned and analyzed the situation. As he was muttering about the idea, he snapped his fingers. He spoke, "Gwen, lower the barrier. I'm going to challenge him to a duel!"

"Duel?! Ben, Grey Matter is used for brains, not brawn," Lucky Girl reminded Grey Matter.

Grey Matter smirked, "I'm counting on that. When I give the signal, Kevin short circuit his Ultimatrix. And Gwen, by my calculation, we need to give out the best electrical shocks to knock him out."

"Hope you know what you're doing. Plus, I'm still learning to be more immune to electrical powers," Kevin said firmly, "Haven't used the short circuit power for a while."

"Let's do this," Grey Matter said firmly. Lucky Girl lowered down the barrier, allowing him to exit. He approached to the front and faced Ultimate Humungousaur, "Hey, Albedo, it is time to end this. Brain vs Brain?! How about it?!"

Ultimate Humungousaur scoffed, "How stupid do you think I am?"

"What's the matter? Are you afraid that I'm better and smarter than you?"

"Excuse me?! Are you insulting me?!"

"Admit it! The only reason Azmuth gave the Omnitrix to me is because I am smarter, stronger, kinder and better than you. And the only think you're good at is being a coward and failing! Plus, I agreed with Azmuth's thinking that you being stuck in my human form is the best punishment. And who knows? I might add some diabolical to make you suffer like turning you into a kid or a girl version of me. That'd be the best punishment I could think of to ask Azmuth to do. You can never bested me or Azmuth in life!"

Ultimate Humungousaur roared in anger and fury, "You will suffer for insults!" He transformed into Ultimate Albedo in Grey Matter, "I will show you who is the smartest alien of all!"

Grey Matter smirked, "Let's do Q&A now!"

"Fool! I shall be the one to question while you answer! Such as do you truly think that you can defeat me so easily?" Ultimate Albedo asked amusingly, "I am the Ultimate Galvan! I am the most intelligent being in 70 galaxies! I can analyze and calculate thousands theories and possibilities to defeat you while you can't even think of anything to turn the tide! So, how will you succeed?"

Grey Matter smirked, "One simple answer - Teamwork!"

As signaled, Lucky Girl levitated and thrown Kevin at Ultimate Albedo, who quickly halted him at once. And just before he could fire the laser beam; Grey Matter jumped on him, where he was twisting, turning and even messing up with Ultimatrix. This annoyed and angered as he tried to get and grab him.

While Grey Matter distracted Ultimate Albedo, Lucky Girl quickly Galeas Disruptus on Kevin to slam and ram on him. He touched on the Ultimatrix, giving it some electrical short circuit. Both him and Grey Matter jumped off from him. The Ultimatrix went haywire and wild, causing Ultimate Albedo lost control of his transformation into both normal and Ultimate Version.

Ultimate Albedo screamed, "I can't control my transformation!"

"That's the whole point," Grey Matter said amusingly as he hit his Omnitrix. He transformed into Frakenstrike, "Gwen, overload him now!"

"Got it! Tempestus Impaetus!" Lucky Girl commanded.

Both Frankenstrike and Lucky Girl unleashed full power of electrical and lightning shocks on Albedo, who screamed in pain and agony while his Ultimatrix beeped loud and blinked wildly. It exploded and engulfed him in whole. As soon as the smoke dispersed, it revealed the defeated Albedo in his Galvan Form. He dropped and fell to the ground hard in defeat.

Frankenstrike transformed back into Ben. He smirked, "And that's why you could never best us or Azmuth. You're too arrogant and jerk to use Omnitrix."

Ben and the rest of his team regrouped and cheered out loud happily. Both the defeated Albedo and Dr. Psychobos grunted and grumbled in pain. They both glared at each other. They then nodded firmly.

"Let's see if any of you can survive this," Dr. Psychobos snarled as he dropped something out of his claw. It revealed a sinister and demonic-like device. Its claws dug into the floor, and a countdown timer started on the device at 12 minutes. He chuckled, "And I used the term loosely..."

"What is that?!" Julie asked in concern.

"No idea. It can't be good," Kevin said in concern, "We need Grey Matter or Upgrade."

"First thing first, we need Azmuth!" Ben said firmly.

Everyone nodded in concern. Rook approached to the Mind Extractor, where he placed the Orb of Azmuth's Mind, transferring and returning to the First Thinker's mind. The seat's belts opened and dropped him down, but Lucky Girl caught him in time.

Azmuth grunted, "W-What happen?"

"No time. Need help!" Ben exclaimed in concern.

As Ben pointed at the object, Azmuth looked up and gasped in concern, "Oh no! I have seen one of those things before. It's a Cerebrocrustacean implosion device, the techno-organic virus it contains will destroy you!"

"You mean it's a bomb?" Armorstrike asked.

"Precisely!" Azmuth confirmed.

Kevin snarled, "Figures. Malware musta put that virus in there to keep anyone from stopping it!"

Eunice hissed, "Well, is there any way to stop the bomb?"

"Not with the virus in it." Azmuth said in concern, "The only aliens it doesn't affect are Galvanic Mechamorphs and Conductioids."

"So it's simple then. I just turn into Upgrade and shut the bomb off without getting infected." Ben said proudly as he hit his Omnitrix. He transformed into Upgrade, "Piece of cake."

"We don't have cake." Rook reminded firmly.

Upgrade sighed, "It's an expression."

Armed with Feedback's Power, Eunice spoke, "You'll need some help."

Azmuth groaned, "That is the most foolish idea I've ever heard of!"

Both Upgrade and Eunice in Feedback Mode approached to Cerebrocrustacean's Time Bomb. He jumped and merged with it, despite feeling electrical shocks and virus infecting him. Eunice held her hands on both sides as she readied to deactivate it. Kevin and Rook stayed close and kept their eyes on Albedo and Dr. Psychobos. The rest of them watched and hoped that everything will be fine.

As Upgrade did his best to hacking and deactivating the time bomb within, the virus blocked and attacked him, causing him to withdraw a bit. With the help of Eunice's Feedback Powers, she managed to destroy some firewalls and allow him to move and pass through. Both continued pushing through the virus while cutting down wires and shutting down some electrical parts. 1 more minute, everyone looked worry and scared as they're running out of time.

Upgrade and Eunice's Feedback Mode are close to deactivate the time bomb. As they reached to the end of machinery's core, they have 10 seconds. While Eunice unleashed her electrical powers in destroying the virus, Upgrade moved in and fired his Optic Beam at the core, destroying it. Thus, they have managed to deactivate the Time Bomb. Everyone sighed in relief.

"That was close one..." Kevin commented in relief.

_"Ben! Gwen! Hope you're alright. I brought the reinforcement here!"_ Max's voice called.

Team Ben and their defeated enemies turned and looked up. They found ten strong armored white-black Plumber Commando Flagship with Ion Heavy Cannons and thousands of Plumber Fighters have arrived at the planet. They all sighed in relief as the reinforcement have arrived.

* * *

Max and the Plumber Reinforcement have defeated the Red Mechamorphs Army on both Galvan Prime and Galvan Moon, with the help of Galvan-Mechamorph Resistance. Most of them were destroyed and killed but some were captured inside the capsules. Both Albedo and Dr. Psychobos were trapped inside the prison orbs. Team Ben and Azmuth met up with Max, Tetrax, Myaxx and John at the outside of Capital Tower.

"Thank you for coming and saving both Galvan and Mechamorphs in time. We appreciate it." Azmuth said in relief, "I cannot imagine what will Albedo and Dr. Psychobos will do with my intelligent. It could have done much harm to the universe than saving it."

"No problem. Still, where is Malware?" Ben asked in concern.

Gwen nodded, "Yeah. This isn't like him not getting the chance to finish you off."

"I agreed. He has the information to pass by the security at ease and finish us off, but let Albedo and Psychobos to do. What could he be after now?" Azmuth asked in fear.

"Whatever it is, it can't be good like blowing a planet," Kevin commented.

"I think I know where he is..." Rook said in concern while pointed out.

Everyone turned and looked at where Rook was pointing. They gasped in shock and concern as they're looking at a small planet approaching to them. And to their shock, they found it covered by blackish planet with crimson circuits, even has a crimson optic and yellowish jaws.

"What is that?!" Armorstrike asked in concern.

"Malware?!" Azmuth asked in fear.

"Primus..." Albedo said amusingly and pleasingly. Everyone turned and looked at him. He smirked, "That's right. I gave him the information. And now, he is using Primus against you all. Without it, the Omnitrix will be useless to stop him now..."

"That can't be good..." Ben said in concern.

Azmuth hissed, "No, it isn't..."

_To Be Concluded..._

_Review and Suggest..._

**Main Casts:**  
Johnny Yong Bosh: Ben Tennyson  
Kelly Hu: Julie Yamamoto/Armorstrike, Ship,  
Bumper Robinson: Rook Blonko, Bomb Weevil  
Dave Fennoy: Tetrax Shard  
Ashley Johnson: Gwen Tennyson  
Greg Cipes: Kevin Levin  
Lax Lang: Albedo/Ultimate Albedo  
Jonathon Freeman: Dr. Psychobos/Ultimate Dr. Psychobos

**Minor Casts:**  
Vanessa Marshall: Myaxx  
Molly C. Quinn: Eunice  
Vic Mignogna: John Reginald, Fasttrack  
Paul Eiding: Max Tennyson, Ultimate Spidermonkey  
David Kaye: Gravattack/Ultimate Gravattack, Ultimate Shocksquatch  
Dee Bradley Baker: Leo the Panuncian, Ultimate Lodestar, Ultimate Goop, Echo Echo/Ultimate Echo Echo, Ultimate Chromastone, Ultimate Swampfire,  
John DiMaggio: Ultimate Rath  
Eric Bauza: Ultimate Eatle, Sharksharper  
Jim Ward: Wildvive  
Steven Blum: Heatblast  
Fred Tatesciore: Cannonbolt, Ultimate Humungousaur  
Todd Haberkorn: Grey Matter


	13. EP13: Ultimate Showdown (III)

**Chapter 13: Ultimate Showdown (III)**

_Yesterday..._

Primus, a hidden organic yet mechanical planet served the power source and wireless connection of Alien DNAs to Ben 10's Omnitrix, has remained hidden and service to Omnitrix Wielder for years until now...

On the planet's surface, thousands and more of Voliticus Biopsis were destroyed and obliterated into pieces. Malware, armed with his Tachyon Cannon, blasted and destroyed most of them. He approached and arrived at the volcano, where he found the circular platforms with control panel was located in the middle of it.

Using his jetpack ability, Malware flew straight to the platform. He approached to the control panel. He angrily struck down his hands on it

"Now, Azmuth, witness the one of your creation turned on you!" Malware exclaimed proudly and darkly, "The power of thousands and more Aliens' DNAs will be a perfect asset for my revenge!"

While holding the control panel, Malware gave the loud scream of anger as his black ooze with red circuit spread out across around the panel. Though he felt pain from the surge of electrical, he remained firm and still while screaming as his black ooze continued spreading from Condom Stream River and across the planet's landscape.

The ground shook out and quaked wildly and crazily, storm hailed down and blown very hard, and even the volcano itself has exploded and spilled its greenish river of Alien DNA out. The planet's landscape is now covered in black ooze with red circuits.

"Primus belongs to me. Now, I can finally begin my revenge..."

* * *

_Present..._

After infecting and turning Primus into his powerful asset, Malware moved the planet and headed straight to Galvan Prime, where he can finally complete his revenge on his creator and father for turning against him. He turned his attention to Galvan B.

"Galvan B..." Malware snarled dryly, "Oh... How much I hate that planet for the so-called 'perfect Mechamorphs'. Now I can blow it up for good! You may fire when ready, Primus..."

As commanded, Crimson Primus charged up its powerful cannon as it aimed and blasted a powerful crimson-yellowish laser-beams on Galvan B. The beam has hit the moon, causing some cracks and fissure across its landscape while quaking and glowing out brightly with lava spilling out like it's about to explode.

The moon and its inhabitants have exploded into rocky meteorite-like pieces. They all fell upon Galvan Prime.

Malware witnessed the event. He chuckled amusingly, "Now your home planet is next, father..." He gave loud roar, "Go forth, my sons and daughters! Take no prisoners! Destriy anyone that stands in your way!"

As ordered, the main army of Red Mechamorphs gave the loud battle cry as they charged and jumped off Primus. They dived straight to Galvan Prime.

* * *

Witnessing the destruction of Galvan B and its meteorite heading to their planet, both the civilians of Galvans and Mechamorphs screamed in fear while running and panicking frantically to the shelter.

Team Ben and their allies were in shock of what they just saw. They couldn't believe that Malware has used Primus to destroy Galvan B.

"Did he blow up the planet? Why?" John asked in confusion.

"Obviously, Malware possessed pure hatred over Mechamorphs for being whole and completed species while he is not. He does hate the planet a lot. And now, its debris heading here! We have to stop it and defend the civilians!" Azmuth explained firmly, "Man the Particle Cannons now!"

"One problem!" Ben said in concern while showing his Omnitrix, "How can I use the Omnitrix when Malware is merging with Primus now?! He could have cut off the connection now! I don't think I'm much help."

Azmuth sighed, "Not too worry, Ben. I have had anticipated this since the day Vilgax attacked that planet. If anything happens to Primus, I've prepared the secondary DNA Condom Stream Wireless Generator at my hidden fortress, thus allowing you to continue use the Omnitrix wireless connection."

Ben sighed, "That's a relief..."

"Hey, old timer, did you bring them here? Is it time?" Kevin asked hopefully.

Max smirked, "I did. Bring the rain!"

Kevin chuckled happily, "Alright. This time, I finally gonna ride the Beetle Tank! Everyone, to your Beetle Tank now! Time to blow the joint!"

"Beetle Tank?!" Myaxx asked in surprise.

"You'll see. Follow me!" Kevin ordered.

Max, Kevin, Myaxx, Team Redeemer, Team Pierce and couple of Plumber Troopers moved out and headed towards the Plumber Command Flagship. They even bring Albedo and Dr. Psychobos with them as well. Team Ben, Gwen, Azmuth, Johnny and Eunice remained behind to assist Galvans and Mechamorphs to repel and destroy the meteors.

Hitting his Omnitrix, Ben transformed into NRG, who began firing and shooting his heat-beam blasts on the meteorites. Gwen and Julie, transformed into Lucky Girl and Armorstrike, flew up and destroyed most of them on airborne. John is riding Leo, who just used Wildtrix to turn into Scorpodrake, flew up and destroyed most of the meteorites. He was assisted by Eunice, who used both Eye-Guy and Echo Echo's powers to provide covering fire for her partner. Tetrax and the team of Galvans and Mechamorphs armed with the Particle Beam Turrets in blasting and destroying the meteorites. Azmuth was leading and guiding them in shooting them down.

While Team Ben did their best to destroy meteor shower as much as they can, some of them have managed to pierce through the defense and made the impact on the ground hard. As soon as meteors have either destroyed or made the impact, it has stopped now. Ben and his team regrouped at once.

"Everyone, alright?" NRG asked firmly. Everyone nodded firmly. He turned and noticed something from the debris. He saw a blackish goo with red circuits. He yelped, "Wait! These aren't rocks!"

Lucky Girl approached and checked on the rock. She gasped, "You're right! They're not! They belong to Malware's!"

"You mean we were destroying some raining psychopath?!" NRG asked in shock and disbelief. He groaned, "Oh, how wonderful..."

Azmuth hissed in concern, "Malware didn't just destroy the Galvan B. He used and combined his DNA Codes with Primus's Laser Beam in coating and destroying the moon to send the debris here."

"But for what?" Rook asked in concern.

Azmuth hummed in concern, "I'm afraid that I do not have the answer. But it cannot be good either." He approached to the debris, "I'm gonna have to study it, and find out what exactly Malware's intention is."

John groaned, "For a guy being smartest guy in one universe, you sure are dumb for not having the answer."

"Five galaxies, not universe!" Azmuth corrected angrily and annoyingly while readying to dissect some piece from the debris, "I watch that tone of yours or else-!"

And just before Azmuth could do anything, the debris reacted wildly and angrily as it transformed into angry Red Mechamorph, scaring him off. It wasn't just him, but more of Red Mechamorphs have emerged from the debris while some of them submerged into the ground at once.

The Red Mechamorphs are armed with their blasters and swords, aiming them at Team Ben and their allies. They have been surrounded.

"Okay! What the hell was that?!" John asked in concern.

"Red Mechamorphs have also followed and invaded our planet, obviously!" Eunice snapped in annoyance.

"Malware is not far from behind..." Azmuth said in concern.

As expected, something dived and landed on the ground hard. Team Ben turned to the front as they found Malware, who has grown bigger and taller than them.

"AZMUTH!" Malware roared in anger. He snarled at Azmuth, "You have now witnessed one of your greatest creation - Primus has turned on you, as well as helping me to reduce that pathetic Galvan B and the last remains of failed Mechamorphs to ashes!

"Malware, if you think that sowing chaos would either impress me or scare me, then you're mistaken. It is pointless and pathetic," Azmuth said firmly and calmly.

Malware growled darkly, "I wasn't planning to impress you. As a matter of fact, no matter what I did , you were never be pleased or proud of my accomplishment for years. You could never be pleased! Am I right, father?!"

Azmuth sighed while looked down in shame, "Malware... It doesn't have to be this way. I'd never wanted you to be like this. I'd never wanted." He approached to Malware while remained firm and calm, "But let me help you now. Let me end your suffering and make you a true whole Mechamorph Form. End this pointless destruction and vendetta of yours now. All I ask is you to trust me now. Let a father to help his son now."

Still angry with Azmuth, Malware remained still and calm as he was giving some thoughts. Team Ben armed themselves and readied for any tricks that he might up to something. And just before anyone could do anything, one of Galvan Troopers spotted the event.

"The First Thinker is in grave danger!" Galvan Trooper exclaimed in concern, "Take him down now!"

As ordered, couple of Galvan Troopers armed themselves and fired their blasters at Malware, wounding him a lot.

"Hold you fire now!" Azmuth exclaimed in concern.

Malware roared in anger as he armed and blasted his Tachyon Cannon at the Galvan Troopers, blowing and sending them off. He turned and glared at Azmuth, "Always deceive me! I will not fall for it again! Die! NOW!"

Malware roared in anger as he gathered and concentrated enough power within his mouth. He unleashed and blasted the full powered yellowish laser beam at Azmuth. Luckily for him, Ben hit his Omnitrix and turned into Shellhead. His armored shell blocked and deflected the beam back at him. And just before any Red Mechamorphs could do anything, Shellhead grunted as he hopped for the moment and then spun himself to unleash the barrage of heavy and strong stones at them. They all got knocked out.

Team Ben turned and found Malware slowly got up from the ground. Shellhead has his head slammed the Omnitrix against the shell, turning into Humungousaur.

"Take him out now!" Humungousaur commanded. He turned to both Eunice and John, "Guys, get Azmuth and everyone out of here!"

"Got it!" Eunice nodded firmly.

"Hey, you need my Leo to take down Malware!" John insisted as he gotten on Leo's back, "I've got the Technoleech to take him out. It's Mechamorph's Predator. And yes, my buddies sort of create it to fight against some rogues."

"I know. But that's the reason why I need you to help Eunice and Azmuth to get everyone out. Plus, Leo can take them out," Humungousaur said firmly and seriously. John was in shock yet understand the situation. He nodded firmly. He smirked, "Now go! My team and I will handle this monster!"

Eunice quickly grabbed and hold Azmuth on her shoulder, accompanied and protected by John, Leo and the rest of Galvan and Mechamorph Troopers moved out. They also guide and escorted the civilians to safety.

Team Ben turned and faced off Malware, who slowly got up and turned to face them. He armed himself with Tachyon Cannon, firing it at them. They quickly dodged and evaded the attacks at once, leaving Humungousaur to engage and face him off. They were about to help but blocked and engaged by the Red Mechamorph Soldiers, who are armed with blasters.

Humungousaur and Malware fought by swinging and striking couple of punches at each other by face, limbs and even body. They both held and pushed each other as hard as they can. Malware grunted as he gathered and concentrated enough of energy laser beam within his jaws to blast and knock him off. He approached and readied to finish him off.

Luckily, both Lucky Girl and Armorstrike came to Humungousaur's aid. They both unleashed Merchucus Verditis and Hyper Cannon in blasting him off. Tetrax and Rook, armed with their shards-like blades and Proto-Tool's Sword Mode, charged and engaged him. Malware dodged and evaded the attacks as fast as he can while punching and knocking them off for few times. Eventually, when Rook swung and thrust his Proto-Tool's Sword at him, he moved to his right while grabbing and holding the device, causing it to turn into ashes. His right hand turned into Proto-Tool Blaster-like in blasting Rook straight at Tetrax off.

Malware armed with the sword, preparing to finish both Rook and Tetrax off. Lucky Girl summoned the barrier on both of them from strike down by him. Humungousaur jumped over as he swung and struck his tail in knocking him off. He charged and engaged him. While the large Vaxasaurian fiercely launched his punches, kicks and even swinging his tail at the psychopathic Mechamorph, he dodged and blocked the attacks while using Proto-Tool and Tachyon Cannon to fight and blast him, injuring him more. Malware used both weapons in blasting him off straight to the ground hard. Armed with Proto-Tool's Sword Mode, he approached and prepared to finish him off.

Luckily, Armorstrike activated and unleashed her Hyper Beam Cannon and also Lucky Girl used her Twista Combititus in Serpent Form straight at Tetrax, who used his shards to collect and deflect powerful fusion attacks straight at Malware, blasting him away from Humungousaur. Recovering from the attacks, he roared out loud as he jumped and slammed his holding fists at Malware's chest, injuring him. And just before he and his team could finish him off, he activated and launched his Proto-Tool's Pod Launcher at them off. He then activated and trapped electrical net on them, trapping them to the ground.

"I've grown weary of this..." Malware snarled darkly. He armed with his giant Tachyon Cannon. He aimed it at Team Ben, "Time to end this. Once and for all!"

_**BOOM!** _Malware got blasted and thrown away from Team Ben. He grunted in pain. He looked up and found five giant black-white colored stag beetle-like walking armored tanks with a large turbo cannon, twin large missile launchers, eight Tachyon Turrets on both sides and two armored shields with claws. They all approached and continued firing pairs of twin forward blasters, turbo cannon and missiles at him and his army of Red Mechamorphs.

_"Booyah!"_ Kevin's voice cried within the first Beetle Tank, _"Say hello to Beetle Tank, Malware!"_

Malware snarled in pain, "You bring another set of walking arsenals?! Are you brave or fools?! Either way, they belong to me! Take their tanks! Make them as our own!"

As commanded, the army of Red Mechamorphs charged and jumped on five Beetle Tanks. They tried to force merging with the giant arsenals, but instead, they all got shocked and exploded into ashes by strange electrical shocks around the arsenals.

"Impossible!" Malware exclaimed in disbelief.

_"Oh! Forgot to mention this one,"_ Max's voice shouted proudly within the first Beetle Tank. He chuckled slyly,_ "These walking tanks especially its weapons and metals are not made in this universe! The metals are pure magic metals!"_

_"Courtesy to Shorty Thinking!"_ Kevin's voice shouted happily from the first Beetle Tank, _"So, say hello to my big beetle friend, asshole!"_

Beetle Tanks continued unleashing the barrage of cannons, laser beams and missiles at Malware and his army. Most of the Red Mechamorphs were blasted into smithereens. Malware roared in anger as he quickly transformed into liquid form. He made his escape as he headed towards capital city's tower.

_"This is far from over!"_ Malware's voice shouted, _"This world will be mine!"_

The Beetle Tanks halted their advance. Team Ben grunted and moaned in pain, slowly recovering from the attacks while getting up. The first Beetle Tank lowered its body to the ground before. Its cockpit's entrance opened and allowed Team Ben, Azmuth, Eunic, John and Leo enter the walking tank at once.

* * *

Team Ben and their allies managed to get inside the Beetle Tank. They met up with Max, Kevin and Myaxx on the cockpit. They found both Kevin and Myaxx were piloting the Beetle Tank while Max was sitting on his command seat, along with Driba and Blukic. Both Albedo and Dr. Psychobos were trapped inside the prison pods. Zed trotted and gave Gwen a warm lickings on her face.

"So this is Beetle Tank?" Azmuth asked in surprise, "Impressive. I would like to meet Shorty Thinking. Sounds like he's an intelligent creature."

"A Unicorn with no magic," Kevin corrected calmly. Azmuth looked at him in confusion. He cleared his throat, "Talk later. We managed to take down that monster army."

"Still, what does he mean 'the world will be mine'?" Gwen asked in concern.

Ben shrugged, "Could be a bluff?"

"No. I do not think so. Malware is incapable to bluff." Azmuth disagreed in concern while giving some thoughts. Recalling seeing some of Red Mechamorph oozes submerged below the ground, he gasped in shock and concern, "Oh no! He's sending both his ooze and his hidden army to the core! He's trying to fuse with"

"Core?" Julie asked in concern.

"So, why would he go there for? I mean this planet's core is organic, right?" John asked in confusion.

Azmuth sighed, "No. Ever since Highbreed Invasion on Galvan Prime, the planet has suffered more casualties and damages to both landscape and even the core. With the assistance of Cerebrocrustaceans, Mechamorphs and GAMUNDs; we have managed to repair the planet by combining with mechanical and cybernetic parts, turning Galvan Prime into cybernetic yet organic planet."

Everyone was in shock and disbelief. Rook spoke, "That means... Malware will have the advantage to turn this planet in his image..."

"Damn it. This isn't good. Is there anyway to stop them from reaching the core?" Max asked in concern.

"Fortunately, there is. I have design and prepare the Firewall Mechanism around the Core. They should insulate the section of the planet from virus or bomb," Azmuth answered calmly. He sighed as he turned and glared at both Albedo and Dr. Psychobos, "But you both have damaged the defense mechanism after your hostile takeover, didn't you?"

"Guilty as charge," Dr. Psychobos commented amusingly, "And I used the term loosely..."

Albedo smirked, "Indeed. You don't stand a chance."

"You do realize that once Malware conquered this planet, he's gonna get rid of you two, right?" Myaxx asked suspiciously.

Dr. Psychobos scoffed, "To exterminate the Galvans, I wouldn't mind."

"And so as our enemies," Albedo added in pleasingly, "And it's worth everything we have done for. Our revenge is complete!"

"Damn it. We need to act now!" Max exclaimed in concern.

"Agreed. Max, you should take the best technicians with you to the Central Relay Station to repair the defense mechanism now," Azmuth said firmly, surprising the group. He sighed, "I won't be joining because I'll be heading to Galvan B."

"Hate to remind you but Galvan B is gone?" Kevin reminded.

Azmuth groaned, "I am well aware of that, Osmosian Kevin. However, if I can repair the Helix, it should able to regenerate and restore the Mechamorphs and even the moon itself. They could help me save Primus when we have the chance."

"Need help, boss?" Myaxx asked firmly.

Azmuth nodded, "Indeed, I do. You, Gwen, Rook, Eunice and John will assist me. I have no doubts that Malware has set up the defense around both Galvan B and Primus, preventing us to save them."

Gwen nodded firmly, "Got it, Azmuth."

"Looks like we're together again," John said flirty at Eunice, who looked unimpressed and annoyed. He whistled as his hand slipped and rubbed left breast, making her yelped and blushed in embarrassment. He smiled, "Just in case if we're gonna reach the end of stars, I want to make sure I remember this one."

Eunice groaned angrily as she quickly gave a lots of big painful slap on John's face, making him knocked out. Everyone looked nervous and uneasy of what John did to her. That was awkward and embarrassing.

Eunice screamed angrily at John, "Keep your filthy hands away from my body! Just because I'm a Unitrix, doesn't mean I'm your play thing, asshole!"

"You sure it's a good idea?" Rook asked in concern.

Azmuth groaned in frustration, "Believe it or not, he's the only one, who has the Mechamorph's Predator to defeat the Red Mechamorphs..."

Gwen groaned, "He'd better not touch me or else..."

"I'm guessing that the rest of us keep distracting Malware, right?" Ben asked firmly and seriously.

"Yes, Ben. We can't afford to let Malware knows about this," Azmuth said seriously.

"Then, we'd better make the move now." Max said firmly. He turned on the computer screen, revealing Cooper and Elena from Beetle Tank #2. He spoke, "Cooper, Elena, gonna need your help with repairing the Core's defense mechanism."

_"Got it,"_ Cooper said firmly.

Elena nodded, _"We'll be there soon!"_

Ben took a deep breath before released it, "Alright, let's move out."

Team Ben nodded firmly in agreement. Zed howled out wildly and happily. While Kevin and his co-pilots continued piloting the Beetle Tank #1, Team Ben and their allies moved out at once to complete their mission.

* * *

Beetle Tanks continued marching to search and hunt down Malware and the remaining army of Red Mechamorphs. Proto-Truk and Skipper emerged out from the Beetle Tank #1's hangar bay entrance. Another small Plumber Fighter emerged out from Beetle Tank #2's. Skipper has Max piloting the ship, accompanied by Dribe and Blukic. Proto-Truk has Rook, Gwen, Azmuth, Myaxx, Eunice and John. Plumber Fighter has both Cooper and Elena.

Skipper and Cooper's Plumber Fighter flew straight to Central Relay Station. Proto-Truk launched straight to the space.

Beetle Tanks continued marching and hunting down Malware and his army. Ben, Julie as Armorstrike and Tetrax are standing on top of the Beetle Tank #1 as they're keeping their eyes out for their enemies. The final showdown between them and Malware has begun!

Joined by Beetle Tanks have located and blasted most of Red Mechamorphs, who tried to attack and conquer the village, trying to drill down and submerge to reach the Core or even escape. But no sign of Malware. Using her visor's to scan and search in the area, Armorstrike noticed something ahead of them.

"Guys, I think I've found him," Armorstrike said in concern while pointed at the front.

Everyone looked up and found some blackish ooze with red circuits slowly enlarging and growing into enormous and monstrous dinosaur-like size with large scythes-like spikes on his back from head to tail, and has three star-shaped marks on his massive torso. He roared out loud wildly and angrily.

Everyone, within the Beetle Tanks, was in shock and disbelief of what they just saw. They couldn't believe that Malware would able to enlarged himself into a giant monster, even taller and larger than towers and even city itself.

"I think we're gonna need a bigger walking tank," Tetrax said in concern. Using the com-link, he contacted Kevin, "Don't suppose our pony friends have some kind of super weapon?"

_"Sorry, none of them are close enough to take him down,"_ Kevin's voice responded in concern.

"Well, we've got a bigger alien than some walking tank!" Ben exclaimed proudly. He charged straight to the front, where he slammed his Omnitrix. He transformed into Way Big. He slammed on the ground before Ultimate Malware. He smirked, "Way Big is the guy! I'll take care of him. Go and stop the Red Mechamorphs!"

Disliked to let him handle Malware, Armorstrike reluctantly sighed, "Be careful, Ben..."

As ordered by Ben; the army of Plumbers, Galvans and Mechamorphs moved aside as they continued their hunt. Way Big approached to Ultimate Malware, who is snarling and growling at him.

Ultimate Malware snarled, "You return to face me again?! After I nearly destroy you, you're a fool, Ben Tennyson!"

Way Big smirked cockily, "Well, takes one to know one!"

Way Big and Ultimate Malware gave the loud battle cry as they both charged and slammed some powerful punches at each other's fists. They then began their fierce monstrous duel now!

* * *

Skipper and Cooper's Plumber Fighter were flying straight to Central Relay Station, which was located on the northern of Capital City. They arrived at the flying platform with a mushroom station-like with couple of greenish rounded windows around it, has the long metallic advanced tower-like with dishes, and has some small mini control towers. They landed on the hangar platforms.

Max and his team of technicians came out from their ships. They headed straight to the Central Relay Station's entrance. Upon arriving at the control center, they find the most of control panels and even the reactor core were badly damaged. Cooper, Elena, Driba and Blukic approached and checked on them, checking if there's enough power or functional for the machine to be used.

"Well?" Max asked in concern.

"Good news and Bad news," Driba reported in concern while checking on the reactor, with the help of his power scanner, "The good news is that the station still got some powers to activate the firewalls."

Blukic sighed while looking at the damaged parts, "Bad news is that we're need tons and thousands spare parts to replace them."

"Well, we're not gonna have time to shop," Elena said seriously and firmly as she transformed into Nanite-V. She sighed, "Alright, Cooper, I'm gonna make tons of parts while you figure and fix them."

"You've got it, hon!" Cooper agreed.

"Since when did you two become couple?" Max asked teasingly.

"We're not couples! Partners!" Cooper and Elena corrected firmly.

As Driba and Blukic explained what kind of technology and parts they need, Elena used her Nanites to create them. Cooper studied and tried to fix and repair the damage parts, with newly spare parts. Max, armed with his blasters, keeping his eyes out for any sign of enemies.

* * *

Beetle Tanks continued unleashing the barrage of intensive forward cannons and missiles at the Red Mechamorphs and their merged-with-weaponized turrets and tanks. They were assisted by Galvans-Mechamorph Resistance. Tetrax and Armorstrike were providing the covering fire for the Beetle Tanks from the flying Red Mechamorphs.

"Damn it! How many of them?!" Tetrax complained while firing his blasters at them.

"No idea! About thousands?" Armorstrike asked in concern.

One of Red Mechamorphs gave a loud screeches as he flew down and swung his large claws, giving a large cut and scar on her left hand. She yelped in pain before fell on her back hard. Red Mechamorph was prepared to kill her. Spotter his friend's in danger, Tetrax took out his boomerang-like shard, throwing it straight at his eye, causing it to fall from the Beetle Tank #1.

Tetrax approached and helped Armorstrike to get up. He asked, "You okay?"

"I'm fine. Just a scratch," Armorstike grunted in pain while holding tightly on her injured left hand. Her battle suit quickly covered her whole hand. She sighed, "Thanks, Ship. Come on, we've got stop them!"

Tetrax nodded, "Right behind you, kid!"

Tetrax and Armorstrike continued firing and blasting their guns at the flying Red Mechamorphs.

Inside the Beetle Tank #1, Kevin and his co-pilots did their best to shoot down many enemy troops as they can. Dr. Psychobos and Albedo laughed amusingly and sinisterly.

"Give it up! You have lost!" Albedo exclaimed happily.

Dr. Psychobos nodded, "Indeed! Resistance is futile! Ultimate Malware is the greatest and perfect masterpiece of our works! You don't stand a chance. And I used the term loosely!"

Getting fed up with two scientists' insults and laughter, Zed growled as she pushed some buttons, bringing out Dr. Psychobos and Albedo, still in cuffs, out. She barked angrily at them. They both yelped and screamed in fear. She chased them straight to the back, where she began tearing and biting them a lot.

"Thanks, Zed!" Kevin thanked his Anubian Baskarr. He turned and faced to the front, "Now, I can concentrate and shoot those mecha freaks!"

Way Big and Ultimate Malware are still at their fierce duel. They both continued launching punches and kicks at each other, as well as blocking and deflecting the attacks for couple of times. They clashed for the moment before moved back. Ultimate Malware quickly armed and launched his flamethrower, twin laser beams from his optic and even hydro pump. Way Big dodged and evaded the attacks but got slammed by the Red Mechamorph's four arms.

"What the hell?!" Way Big asked in shock and disbelief, "How the hell did you have the Omnitrix's powers?! They're organic, not machines!"

Ultimate Malware chuckled amusingly, "You've forgotten, Tennyson. I possessed the control over Primus, therefore I have access the Condom Stream and used all of thousands and more alien powers to fight. You cannot stand and defeat me!"

Way Big scoffed proudly, "Don't bet on it!"

Way Big charged and slammed his punch at Ultimate Malware, who activated his intangible ability to phase through while breathed some freezing breath on him. His body was covered in frozen ice. His jaws became Ripjaws-like jaws, he took a large bit on the To'kustar's shoulder, making the latter yelled in pain. Manage to break out from icy prison, he quickly slammed a powerful punch at him off. He was about to attack his nemesis, who elastically dodge and evade the attacks while punching back at him for few times.

Launching a powerful punch on his face, Way Big quickly grabbed and caught his hand before thrown Ultimate Malware off to the ground. As the Red Mechamorph slowly getting up, he multiplied himself into ten more to unleash Sonic Boom at him, wounding him to the ground. Luckily, Way Big slammed his hands on the ground, causing the quake to shake Ultimate Malware off. He then launched couple of punches at him for few times. As he punched his nemesis off, the latter, turned into armored rolling ball, bounced back and forth while ramming and knocking at him for couple of few times.

Ultimate Malware was about to ram him again. Way Big armed and unleashed his crossed hands' Cosmic Power Blast in knocking and damaging him straight to the lake.

"One thing I loved being Way Big. He got some awesome super powered blast!" Way Big commented happily.

* * *

In Galvan Prime's space area, Proto-Truk arrived at the ruins of Galvan B, searching and locating for Helix. But so far, they found the decayed yet stasis-locked bodies of Mechamorphs. They were disturbed and disgusted to see them almost died. They then came across two damaged Helix.

"Are those the ones?" Rook asked while piloting the ship.

"Definitely," Azmuth said firmly, "Bring it in."

Proto-Truk turned around to two Helix. Gwen used her magical barrier to prevent themselves thrown out and also get some air to breathe. It opened its trunk as the flying spacecraft reverse slowly and bringing two Helix in. With them inside, the Proto-Truk closed its trunk.

Azmuth, Gwen, Myaxx, Eunice and John approached and checked on the Helix. Azmuth checked on two pyramid-like devices.

Azmuth hummed, "Hmm... Even after many years have passed, they're still in good condition and workable as well. Do any of you have pocket change?"

"A coin, mate?" John asked in surprise, "For what?"

"The coins are made of metals and also serve the electrical conductor," Myaxx explained, "Therefore, they might be our only chance to reactivate them."

"You think it'll restore the Mechamorphs?" Gwen asked.

"Hopefully, so, we will need them to help and retake Primus," Azmuth said seriously, "They're the only ones, who can repel Malware's viral from the planet. With Primus's under our control, I might finally found a way to restore Malware and the rest of Red Mechamorphs."

"Not after what he has done?" John asked in surprise.

Azmuth sighed, "I wouldn't expect you to understand what a creator, no, a father feels responsible and shame for not able to help his creation. This time, I'm going to restore him into a true Mechamorph, not corrupted."

"Well, you'd better hurry. We've got company!" Rook exclaimed in concern.

Azmuth and his allies turned and looked at the window screen, where they found more of Red Mechamorphs Command Ships and fighters flying towards them. John quickly grabbed and worn a battle spacesuit for battles.

"Reginald, get your Panuncian out and engage them," Azmuth said seriously.

"Got it. But first..." John nodded firmly. He grabbed and held Eunice close to him. He gave her a long passionate kiss while rubbing and holding her butt, making her blush and yelped in reddish of embarrassment. He sighed while grabbing and holding her against his chest. He smiled charmingly, "I need to recharge. Prince Charming deserve a good kiss from his princess."

Eunice groaned angrily as her mouth turned into Echo-Echo, aiming at John. Everyone yelped as they quickly covered their ears.

"YOU IDIOT!" Eunice screamed angrily as her sonic wave blown John and his Leo out.

John yelped as he grabbed and hitched a ride on Leo as the Panuncian just transformed into Dreadscreech. Echo-Echo's Predator screeched out loud as it fiercely engaged and attacked Red Mechamorph's Armada now.

"That was inappropriate of him," Rook commented dryly.

"Myaxx, Eunice, I need assistance. Rook and Gwen, do your best to help Reginald and his pet. And try not to get blown up," Azmuth remarked dryly.

Both Rook and Gwen nodded. She transformed into Lucky Girl as she summoned and used Twista Combititus to form a powerful serpentine shield over the Proto-Truk. It flew and joined John and Leo to engage the enemies. Azmuth, Myaxx and Eunice checked and tried to find a way to reactivate two Helix.

* * *

Due to Way Big unleashed his Cosmic Power Beam, Ultimate Malware was badly injured and wounded on the lake. He approached to his defeated opponent, preparing to finish him off for good. Suddenly, the ground was shaking wildly and crazily, more of tentacles-like emerged out to grab, trap and hold him down by limbs. They even gave him powerful electrical shocks. And at the same time, Malware's body was reformed into whole body.

"Stupid monkey! When will you ever learn that the resistance is futile?!" Ultimate Malware asked angrily, "My army are reaching to the Core! This planet will be mine! And soon, this universe will be perfected in my image!"

Way Big grunted in pain, "D-Don't bet on it!"

* * *

Back at the Central Relay Station, Max blasted and shot down most of Red Mechamorphs while the technicians are still repairing the control panel and the reactor as best as they can. He heard some alarm blaring. He turned and looked at the computer screen, where he found black ooze and army of Red Mechamorphs are sliding down the tubes, almost recahing to the core.

"Guys, are you done?!" Max asked in concern.

"Almost there!" Elena shouted as she almost connected the wires together.

Cooper placed the Kormite Crystal into the reactor, "Done! Driba! Blukic! Activate them now!"

As commanded, Driba and Blukic panicked and hit various buttons on control panel, activating and turning on the reactor. The Central Relay Station is on now, causing the Core's firewalls activated to block, repel and destroy half forces of Red Mechamorphs. Everyone sighed in relief as they have succeeded their mission.

"Thank goodness," Max said in relief.

* * *

Sensing his army and black ooze have been halted, Ultimate Malware was in shock and disbelief of the sensation. He roared and screamed in anger as his revenge has been thwarted again. Way Big smirked playfully as he knew his friends have succeeded their mission.

Ultimate Malware snarled, "Come to me, my children! Make me grow!"

As commanded, thousands and more of Red Mechamorphs flew and slithered all the way back to Ultimate Malware. Everyone turned their attention to him. They witnessed him slowly growing and becoming much more enormous monster, even bigger and taller than Way Big.

"Okay, we definitely need a really bigger walking tank!" Armorstrike exclaimed in concern.

"Fools! This is far from over, Tennyson! Your allies merely delayed their fates," Ultimate Malware snarled as he grabbed and held on Way Big, "As for you, I will finish what I should have done five years ago!"

Ultimate Malware placed Way Big close to his torso, beginning to absorb him. Everyone gasped in shock and concern of what they just saw.

"Ben!" Armorstrike shouted in concern as she activated her jet pack.

"Julie, wait!" Tetrax called out. Armorstrike flew out at once, heading straight to Way Big. Contacting his com-link, he shouted, "All units, fire at Malware now! Give everything you've got!"

As commanded by Tetrax; Plumbers, Galvans and Mechamorphs unleashed the barrage of laser beams and missiles at Ultimate Malware, but no avail due to his large size. Way Big struggled to get out from Ultimate Malware's absorption. Armorstrike flew close to him, reaching and touching his Omnitrix Symbol, before dragged inside together with him.

_**FLASHED!**_ There was a brief green light flashed within Ultimate Malware's torso, shocking and concerning everyone.

"What was that?" Kevin's voice asked in concern.

Tetrax hissed, "Hopefully, they escape there..."

* * *

Ben grunted in pain, struggled and slowly to get up from the ground. He looked around of his surroundings, finding himself in a familiar places of advanced metallic and mechanical conductor-like buildings with various doorways to another realms.

"No way. I'm inside the Omnitrix. Must be one of fail-safe system..." Ben said in disbelief. He turned and found Armorstrike was lying down on the ground. He approached and helped waking her up, "Julie, wake up! Please!"

Armorstrike groaned a bit, slowly waking up. She turned and looked at Ben. She gasped and hugged him in relief, "Ben, you alright!" She then departed from hugging while slowly getting up. Looking around of her surroundings, she asked, "Where are we?"

"We're inside the Omnitrix," Ben explained, "I'm guessing it saved both of our lives."

"Okay, so, how the heck we get out of here?" Armorstrike asked.

"No idea." Ben admitted in concern. He then noticed some greenish glow from the distance on left side. He hummed, "I bet that'd be our answer."

Ben and Armorstrike headed towards the glowing green light on the distant left side of hallway. As they make the turn, they then found the large canister with locks and chains, and even has the control panel. It revealed itself to be Feedback within.

"It can't be..." Ben said in concern.

"Is that Feedback?" Armorstrike asked in surprise. Ben screamed in anger before slammed his fist at the canister. She gasped, "Ben, what are you doing?!"

"What the hell is that monster doing here?! I thought I told Azmuth that I don't want him in the Omnitrix!" Ben demanded angrily. Realizing of what's going on, he hissed in fury, "Of course... Azmuth! He lied to me! He lied to me that he removed the monster, but kept it inside from the beginning! Damn him!"

"Ben, calm down! Don't get angry!"

"Angry?! Angry?! How can you say that?! That was the same monster got everyone killed and almost destroyed everything! He almost got you killed!"

"It was the same monster that you liked to use when you were 12 too! He saved my life too!" Armorstrike reminded Ben.

Ben grunted, "I wish I'd never find out about him or even used him from the start."

"Ben Tennyson..." The calm and humble voice called.

The call has alerted Ben and Julie to turn and looked at the canister, worried that Feedback is alive. Instead, another shadowy figure emerged from the corner. He revealed himself to be Technorg.

"Technorg?! How?!" Ben asked in disbelief as he tried to touch him but found phasing out and make static noise. He gasped, "What the?!"

"I'm not really Technorg, but merely conscience and spirit of his small piece of DNA within the Omnitrix," Technorg explained firmly and humbly. He continued, "Ben, you have forgotten..."

"What?! No! I couldn't have..."

"You have forgotten of my advice, thus you've forgotten of what is important. You are still lamenting and holding your guilt and shame over your first failure. You even still holding hatred and anger for Feedback."

Ben looked down in shame, "Isn't it obvious? I almost kill innocents and destroy Bellwood for my revenge. How can I forgive myself and Feedback for that? I can't go back to fix it..."

"Remember who you are, Ben..." Technorg said firmly and calmly, "You are a hero. You have done so much for me, for the world, for the people and everyone you have loved. It is time to let go of your anger and guilt. Let go and forgive yourself..."

As Technorg was slowly fade away while speaking 'remember' and 'let go', Ben cried, "Wait! Technorg! Don't! Wait!"

Technorg faded away. Ben looked lost and scared in his life. Armorstrike approached and held on his left shoulder while looking at him.

"He's right, Ben," Armorstrike said firmly, surprise Ben. She continued, "He forgave you. Most of us forgave you. It is time for you to forgive yourself. And in fact, you should forgive and use Feedback's power now."

"I... I'm not sure," Ben said in concern.

Armorstrike patted Ben's shoulder, "Ben, let go of your failures. Learn from it."

"Learn?" Ben asked in surprise. He then recalled what Azmuth has told him from 5 years ago

_"One failure does not define you as unworthy hero, but rather it define you to learn, understand and let it guide you become a worthy hero..."_

Ben gasped in realization of what Azmuth was talking about. He slowly stood up as he turned and looked at the canister.

"Feedback... I don't know if you understand me or listen to me, but I want to say one thing - I'm so sorry..." Ben said calmly to Feedback's Canister. He continued sadly and firmly, "I am so sorry for abusing you like a toy. I am so sorry for blaming you for everything when it was me from the start of that mess. None of them are your fault that turn me angry and upset brat. I did it to myself. It's time I let go of my failure and guilt. It's time I let you free. I need you now. The world needs you. Help me, Feedback..."

And to him and Armorstrike surprise, they both saw Feedback's eye glowed in greenish. The Conductoid nodded firmly and gently with a gentle smile, surprising them. Ben turned and looked at Armorstrike, who nodded firmly and calmly. Ben turned and faced to Feedback. He took a deep breathe as he prepared to do it.

Ben pushed some buttons and even placed his right hand on palm scanner, deactivating the chains and locks. The canister opened itself, thus freeing Feedback to emerge out from it. He smiled proudly and cockily in front of him. The Conductoid raised his right hand in front of Ben, surprising him yet he knew about what it means. He grabbed and held his electrical alien hero's hand.

Ben smiled, "It's Hero Time!"

Unexpectedly, the Omnitrix glowed brightly in green, causing his current Omnitrix to transform and upgraded into more advanced modern-like Omnitrix, that looks like the original with some icons and greenish rounded button. The light engulfed Ben, Armorstrike, Feedback and the surroundings into bright white light...

* * *

Plumbers, Galvans and Mechamorphs screamed wildly and frantically as they gave out the best of shooting and blasting at the Ultimate Malware, who continued marching towards the Capital City. Max and his technicians regrouped to fight them back. Beetle Tanks and Plumber Command Ships gave their best to repel the enemy back as hard as they can. Unfortunately, he has proven too strong and powerful for them to stop him now.

As Ultimate Malware concentrated and gathered enough powers within his jaws, he was prepared to obliterate them once and for all. To his unexpectedness, he felt something pain within his torso, causing him to yell in pain.

_**BOOM!** _A blue energize yet electrical light blasted off from Ultimate Malware's torso, shocking everyone to witness the event. Something jumped off and landed on the ground, standing before Max and his team. It revealed himself to be Feedback, a muscular has a greenish colored on his chest, his antennae are noticeably longer, and the plugs on his fingers are now square and has gold battery bolts on his shoulders, arms and hips; was holding Armorstrike on his hands.

"Ben? Julie?" Max asked in surprise.

"Yup," Armrostrike confirmed.

"Hey, guys! Did you miss us?" Feedback asked cockily as he put Armorstrike down.

"A Conductoid?!" Ultimate Malware asked in disbelief. He scoffed, "Pathetic! You failed to defeat him when you used that form! Did you honestly think that you actually can defeat me?!"

Feedback smirked, "I don't think! I know I can!"

His allies quickly moved aside at once. Ultimate Malware roared in anger as he slammed his right claw on Feedback, who jumped on high and climbed towards him. He then unleashed electrical shocks from his fingers-like plugs at his face, making him grunted in pain and annoyed. Ultimate Malware tried to swing and struck his claws at him but missed and evaded by Feedback by jumping and running while firing back at him for few times. As soon as he reached to his head, Feedback jumped and slammed his fist at Ultimate Malware's eye, blinding him for the moment. Unfortunately, the ultimate form of Red Mechamorph slapped the Conductoid down hard.

As Feedback slowly recovered from the attack, Ultimate Malware unleashed full powered crimson laser beam at him. Thanks to his antennas, they quickly absorbed most of laser power within, though it gave him some tingling.

"Okay. That might be tickles on me." Feedback admitted, feeling electrical surged in his system. He grunted as he armed and aimed his hands at Malware, "But enough power to blow you off!"

Feedback unleashed electrical shock power beam at Ultimate Malware, who quickly raised his left claw to block the attacks. He wasn't alone as more of his friends and allies joined in and unleashed the barrage of laser beams, blasts and missiles at him.

"Fool! You don't stand a chance against me!" Ultimate Malware snarled, "I am the inevitable!"

_**BOOM!**_ Ultimate Malware screamed in pain, feeling large and powerful greenish electrical beam blasted from two sides. Everyone was in shocked and surprised by it. They all looked up and found both fully restored Primus and Galvan B were unleashing laser beams on him.

"WHAT?! Impossible!" Ultimate Malware screamed in agony and disbelief. To his shock and fear, he found himself slowly shrinking down and most of Red Mechamorphs turned into greenish and normal Mechamorphs. He screamed, "No! No! No! No! Noooooooooooooo!"

"Wow! Did you see that?" Kevin asked in shock as he and Zed emerged out from the Beetle Tank #1.

"I see. It's amazing!" Max commented in shock and surprise, "He must have use some kind of device to reverse the damages and destruction that Malware has caused to both Primus and Galvan B."

"Way to go, Azmuth!" Feedback cheered.

"Thank you!" Azmuth's voice said happily and calmly. Feedback and his allies turned back and found him, Gwen, Rook, Myaxx, John and Eunice climbed out from the Proto-Truk. He smiled, "I see you finally decide to use Conductoid DNA now after you have overcome your guilt and failures."

"Yeah. But you and I are gonna have serious talk about your little white lie," Feedback snarled dryly. Everyone turned and looked at Azmuth, who whistled and shrugged innocently. He turned and faced to the front, where Ultimate Malware has shrunk down and turned into normal size. He hissed, "Need to take care of Malware!"

Malware snarled angrily, "Curse you all! You will pay for this! I am still powerful!"

"I wouldn't be bet on it," Feedback said confidently. He smirked, "In fact, I've got a little surprise too!"

Twisting his Omnitrix, he slammed on it. Feedback went undergo some transformation. He transformed into bluish electrical being with three antennas worn blackish-whitish battle suit with dark greenish armor, golden gauntlets, leg pads and has gold battery bolts on his shoulders, arms and hips.

"Say hello to Ultimate Feedback!" Ultimate Feedback declared proudly.

Malware snarled angrily as he charged and attacked Ultimate Feedback, who firmly and swiftly blocked and deflected couple of attacks. He then swung and struck golden electrical punches back at him by face, limbs and even legs for few times. He swung his tail in knocking him off. He then unleashed golden thunderstorm at him for the moment. Malware grunted before falling to the ground.

Malware groaned, "No! I will not be defeated!"

Ultimate Feedback hissed, "What does it take to take this guy down?!"

"Ben, used two Helix! They will charge and power you up to stop him for good!" Azmuth said firmly while pointed at two Helix, "They're your only chance!"

Ultimate Feedback nodded firmly as he jumped over to two Helix. He has two antennas attached and plugged into two of Helix Devices. He turned and glared at Malware.

"Alright, Malware, let's end this!" Ultimate Feedback exclaimed before he made a twist and turn on his Omnitrix, which Max, Gwen and Tetrax noticed. He narrowed his angry eyes, "It's over!"

Malware roared as he charged up his Tachyon Cannon, "NEVER!"

As Malware blasted full power of Tachyon Cannon at Ultimate Feedback and his allies, the ultimate form of Conductoid, charged up with two powerful Helix's Energy and also Omnitrix giving him some strange energy power, unleashed full power of greenish electrical blast, heading straight at Malware's Blast.

As both crimson and greenish blasts clashed, Ultimate Feedback's powerful electrical beam blasted through and hit straight at Malware. He screamed in pain and agony, feeling the powerful beam surging through him, slowly breaking and cracking him up. He got exploded and engulfed in pure white light, blinding everyone's eyes.

As soon as the light dispersed, everyone slowly opened their eyes to find out of what's going on. Ultimate Feedback grunted as he dropped to the ground. He transformed back into Ben. And to their shocks and surprise, they found a normal yet skinny form Mechamorph stood before the crumbles and ashes.

"Wait a minute. Is that Malware?" Kevin asked in surprise.

"M-Malware? Who's Malware?" 'Malware' asked in confusion, shocking everyone else. He, confused, asked, "W-Who am I? What am I? What is going on? Please tell me! I need to know!"

Azmuth turned and looked at Ben, "Ben, did you-?"

Ben nodded, "Yup. I cure him. I mean you did cure most of Red Mechamorphs, didn't you?"

"Yes, I did." Azmuth admitted firmly, "I was hoping that I can cure him, but I wasn't sure if you're willing to."

Ben smiled, "A friend of mine once told me to let go of my failures and anger, and also forgive myself. So, I decide to help Malware. I mean, he did say that he wanted to be complete. He got it. He deserve to be normal."

"Indeed, he does," Azmuth agreed. He approached to 'Malware', "Greetings, young one. I am Azmuth. And welcome to your new life."

Malware looked scared and worried to ask, "A-Are you my faher?"

Azmuth smiled warmly and calmly, "Yes. Yes, I am. And don't worry, we're here to help you. You have nothing to be feared and worried, Thorn."

"Not..." John whispered dryly to Eunice, who nodded in concern.

"Well done, Ben," Max said warmly to Ben, who smiled back to him. He sighed, "It's over now."

"Way to go, Tennyson!" Kevin cheered.

Plumbers, Galvans and Mechamorphs gave the loud cheers and applause to Ben for saving Galvan Prime and the world from Malware. The monstrous Red Mechamorph is gone for good, and was replaced by newly reborn Thorn.

Armorstrike transformed back to Julie and Ship. She approached and gave Ben a warm hug, as well as giving him a warm passionate kiss. He kissed her back. They both departed from kissing while looking at each other.

"You did it, Ben! I knew you can do it!" Julie exclaimed happily.

"We did it." Ben corrected. He then noticed something on her left hand. He gasped, "Julie, your hand-?!"

Departed from Ben, Julie smiled in reassurance, "Relax, Ben. It's just scratch. Nothing t worry about."

"You sure?" Ben asked in concern. Julie was confused and uncertain. He gulped, "Look at your hand now."

Julie turned and looked at her left hand. She gasped in shock and disbelief, looking and finding out her left hand was scarring and bleeding. The scratches that Julie received from the fight with Red Mechamorphs revealed some strange metallic hand with bluish circuit and electrical shocks within.

Shocked and disbelief, Julie quivered and shivered in fear as she wrapped her hands close to herself. She still couldn't believe of what she saw on her injured hand. She cried tearfully and fearfully. Everyone gasped in shock and disbelief of what they just saw. Ben approached and gave her a comfort and warm hug.

"Cybertronian..." Azmuth said in disbelief. Max turned and looked at him. He continued, "I can't believe that she's one of them..."

"Cybertronian? What is Cybertronian?" Max asked suspiciously.

Azmuth sighed, "Truthfully, an ancient mechanical civilization I thought was extinct. I was wrong. They were very alive, hiding in disguise. They could be anywhere..."

* * *

At Los Soledad on Earth, inside the abandoned main camp, Quintessa was standing still while meditating and chanting warmly and calmly. Lockdown and Clone Sentinel Prime have arrived and entered her chamber.

Lockdown spoke, "Quintessa, Overlord has returned."

Quintessa awakened from her meditation. She looked up and found a large blue-white colored sinister yet cocky armored muscular Cyebrtronian with rough and gruff looks has purple colored spikes on shoulders, a strong armored jet on his left arm, his legs has large caterpillar wheels and has a dark bluish battle helmet.

"You summoned me, your evilness?" Overlord asked amusingly.

Quintessa narrowed her angry eyes, "It is time. Bring back Pretender Class J579. We shall have our revenge on Autobots, Decepticons and their human allies. They will pay for ruining my master plans."

Overlord chuckled sinisterly, "I can hardly wait. Megatron will be mine to fight and kill. No one is allowed to have that."

"Do as you wish. Fulfill my request, my powerful arsenal." Quintessa said calmly.

Overlord smirked, "It'll be done. Time for our little girl to come home. Her true home..."

_END..._

_Review and Suggest..._

**Main Casts: **

Johnny Yong Bosh: Ben Tennyson

Kelly Hu: Julie Yamamoto/Armorstrike, Ship,

Bumper Robinson: Rook Blonko

Dave Fennoy: Tetrax Shard

Paul Eiding: Max Tennyson, Blukic, Zed

Ashley Johnson: Gwen Tennyson/Lucky Girl

Greg Cipes: Kevin Levin

Kirk Thornton: Malware/Ultimate Malware/Thorn

**Minor Casts:**

Rene Auberjonois: Azmuth

Eric Bauza: Driba

Nolan North: Cooper Daniels

Tia Texada: Elena Validus

Lex Lang: Albedo

Vanessa Marshall: Myaxx

Molly C. Quinn: Eunice

Vic Mignogna: John Reginald

Travis Willingham: Technorg

Dee Bradley Baker: NRG

Jim Ward: Shellhead

Fred Tatesciore: Humungousaur, Way Big

Michael Rosenbaum: Feedback

**Cameo:**

Gemma Chan: Quintessa

Mark Ryan: Lockdown

Patrick Seitz: Overlord

**Author's Notes:**

1) Behold _**Ben 10 True Omniverse Season 3 Finale**_ with some surprising plot twist you'd never expect of! This episode is inspired by _**Shadow-DJ's Ben 10 Guardians Season 2 Finale**_, along with Ben and Technorg conversation is inspired by _**The Lion King (1994)'s Mufasa Ghost Scene**_.

2) Now with this season ended, the _**Ben 10 True Omniverse Season 4**_ will be next, serving the crossover between _**Ben 10 True Omniverse & Transformers Prime**_! Before that, it is best that you all read all four of _**Transformers Prime Prequel Stories**_ before _**Season 4**_ to understand how it begins and ended before the _**Transformers Prime TV Series**_ began.


End file.
